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Published by Stardust, 2024-03-05 05:48:00

BPP_One-Report-2023_EN

BPP_One-Report-2023_EN

Banpu Power Public Company Limited 149 and environmental standards. These guidelines encompass the management of risks arising from the Company’s operations, which may impact employees, business partners, society, the environment, and the communities where the Company operates. The Company has also developed the Standard Practice Manual for Stakeholder Engagement to assess stakeholder satisfaction, and the results will be used to improve operations to ensure sustainability and appropriate responses to the expectations of all stakeholders. The Company prioritizes Human Empowerment. In addition to capacity building for employees, the Company also continues its efforts to enhance human potential and empower them through ongoing Corporate Social Responsibility (CSR) initiatives. The Company has allocated a budget from its revenue for CSR projects at both local and corporate levels, as well as in countries where it operates. Communication Channels with BPP Stakeholders may submit their opinions through the following channels: Headquarters: 26th Floor, Thanapoom Tower, 1550 New Phetchburi Road, Makkasan, Ratchathewi, Bangkok 10400 Telephone: +66 2007 6000 Website: www.banpupower.com Company Secretary: E-mail [email protected] Investor Relations: E-mail [email protected] Principle 6 Strengthen Effective Risk Management and Internal Control Risk Management Policy The Board of Directors places importance on comprehensive risk management encompassing risk factors associated with vision, goals, business strategies, finance, production, other operations, and anti-corruption as well as Environmental, Social and Governance (ESG) principles while taking risk likelihood and levels of impact into account. The Board has set clear measures for risk management and ensures that there are people accountable for risk management. Additionally, the Board has established measures for reporting, monitoring, and evaluating risk management. The Risk Management Committee was established by the Board to prepare and submit a risk management plan and report performance to the Audit Committee as well as the Board on a quarterly basis. The Committee reviews the risk management system and evaluates the performance at least once a year and whenever the risk level changes. The Risk Management Committee consists of the following members: Chief Executive Officer (CEO)2 Chairman of the Risk Management Committee Head of Finance and Strategy (CFO) Member of the Risk Management Committee Head of Business and Project Development Member of the Risk Management Committee Head of Power Operations Member of the Risk Management Committee Head of Asset and Engineering Management Member of the Risk Management Committee Head of Internal Audit Member of the Risk Management Committee Head of Corporate Services Member of the Risk Management Committee Head of Company Secretary Member of the Risk Management Committee Head of Human Resources Member of the Risk Management Committee Head of SD and Risk Management Member and Secretary of the Risk Management Committee 2 BPP’s Chief Executive Officer shall serve as an ex officiou member of the Board of Directors according to the Practices for the Board of Directors of Banpu Power Public Company Limited B.E. 2558, Amendment No. 3 B.E. 2566.


150 Annual Report 2023 (Form 56-1 One Report) The Risk Management Committee is entrusted with the following duties and responsibilities: 1. Assess and manage risks to mitigate the impact that can affect the Company’s operations. 2. Provide support to related policies to ensure efficient risk mitigation and to raise awareness of any risks arising from the Company’s activities. 3. Provide essential internal and external resources to enable efficient risk management The Company regularly updates its risk management policy and has established a dedicated department to coordinate with all other departments in driving effective risk management practices across the organization. The Company has incorporated a mechanism for identifying key business risks, encompassing environmental, social, and governance dimensions in developing an annual plan. This practice aligns with the Company’s strategic direction and commitment to corporate sustainability management. To identify risks, the Company evaluates the materiality of the issues based on likelihood and potential impacts on stakeholders. Responsible persons are assigned to manage risks within the Company’s risk appetite. The Company also monitors and reviews risk issues on a regular basis. In addition, the Company has integrated risk management principles into various organizational processes to raise awareness of business uncertainties. Risk management has been incorporated into the Company’s operations to ensure that it is ready to face future challenges. Internal Control System and Internal Audit The Board of Directors has set up an internal control system that covers all aspects of BPP’s businesses, ranging from accounting and finance, administration, asset management, operational management, and compliance with related laws, rules, and regulations. The Board has also established sufficient and effective checks and balances mechanisms to protect shareholders’ equities and BPP’s assets. Moreover, the Board has determined that the Internal Audit Unit works independently and reports directly to the Audit Committee to ensure that the internal control system and internal audit are the key mechanisms to drive the Company’s business to sustainable growth. The Internal Audit Unit audits the internal control of critical operational processes and work systems covering business units and supporting units. The Unit also provides consultancy and suggestions about the internal control system and risk management to improve the Company’s operational excellence to accommodate business growth amid the changing economy. Principle 7 Ensure Disclosure and Financial Integrity Conflict of Interest BPP stresses the importance of its policy to prohibit directors, executives, and employees from misuse of position for personal gain. As stipulated in the Corporate Governance Policy and the Code of Conduct, directors, executives, and employees are to avoid connected transactions that could lead to a conflict of interest with the Company. If necessary, the transactions are to be conducted fairly and at arm’s length, and directors, executives, or employees having an interest in the transactions must not be involved in the approval process. If any transaction is considered connected under the SET’s notification and the Capital Market Supervisory Board’s notification, all rules, procedures, and the disclosure of connected information of listed companies must be strictly complied with. The Board of Directors also prohibits directors, executives, or employees from using any opportunity or information acquired from their position for personal benefit or to compete with the Company or related business. Nor are they allowed to use insider information to sell or buy shares. If an executive or employee is involved in a special project of which the information has not yet been disclosed to the public or that it is under negotiation where the project’s information has to be kept confidential as it could influence the share price, the executive or employee is to sign a confidentiality agreement until the information is disclosed to the SET and the SEC.


Banpu Power Public Company Limited 151 In 2018, BPP announced the Market Sensitive Information Policy and practices on handling confidential information, which potentially affects the stock exchange. It is the duty of directors, executives, employees, consultants, and subsidiary companies to understand and comply with the policy and practices as follows: 1) Establish an internal control system to prevent the leak of confidential information. 2) Cultivate a culture of information safety through constant communication to raise awareness of relevant persons of their duty to protect confidential information. 3) Limit the number of persons who have access to confidential information based on a need-to-know basis. Set up an information access control system for contract parties and service persons. 4) Exercise extreme caution when receiving and sending information to and from third parties, being aware of one’s duties in using and controlling confidential information. 5) Establish an appropriate information technology and control system. Disclosure of Information to Investors The Board of Directors oversees the disclosure of information and its transparency to ensure that both financial and non-financial information relating to the Company’s business and performance is disclosed in a complete, accurate, sufficient, regular, and timely manner. Moreover, the information must reflect the Company’s actual performance and its true financial status, as well as its business future, while strictly complying with the laws, rules, and regulations relating to information disclosure of both the SEC and the SET. Besides, BPP communicates with shareholders and investors through the press and other channels. The Investor Relations Department directly communicates with shareholders, investors, and securities analysts both in Thailand and abroad, while the Corporate Communications Department discloses corporate information to shareholders, investors, and the public through the local and international press in an equitable and timely manner. In 2023, BPP organized the following activities to disclose information to international investors, institutional investors, small investors, securities analysts, and the press: No. Information Disclosure and Presentation Time(s) 1 International Road Show (via Virtual Meeting) 1 2 Local Road Show (via Virtual Meeting) 16 3 Quarterly and Annual Analyst Meeting 4 4 Opportunity Day for listed companies to release quarterly performance to investors 4 5 Company visits by local and international investors 1 6 Information provision to investors via conference call 3 7 Interviews with executive officers 10 8 Press conference on the Company’s performance 1 9 Press release on the Company’s performance and business strategies 13 10 Disclosure of information by executives through forums and various speaking opportunities 5 The Company also discloses its information and news via the Company’s website, www.banpupower.com, to provide equal and equitable access for all stakeholders. Interested parties may contact or make inquiries to the Company’s Investor Relations Department via Telephone: +66 2007 6000 or E-mail: [email protected]. The Board of Directors’ Report The Board of Directors is responsible for BPP’s and its subsidiaries’ consolidated financial statements and the financial information that appears in the Company’s Annual Report. The financial statements are prepared under the Generally Accepted Accounting Principles (GAAP) in Thailand, where an appropriate accounting policy has been selected and implemented. The Audit Committee and auditors jointly review the accounting policy to ensure it remains practical. While preparing the financial statements, the Board of Directors insists that the working team carefully exercise its discretion and that important information is adequately disclosed in the notes to the financial statements. The Board entrusted the Audit Committee with the responsibility to supervise the quality


152 Annual Report 2023 (Form 56-1 One Report) of financial statements and the internal control system and to ensure that any opinions of the Audit Committee on these issues have been included in its report, which is also included in this Annual Report. The Board of Directors considered that the financial statements of the Company and its subsidiaries as of 31 December 2023 are accurate, complete, sufficient, and reliable. Policy on the Use of Internal Information The Company places great importance on information disclosure and transparency and has formulated a policy on information disclosure, transparency in financial statements, and corresponding policy implementation in BPP’s Corporate Governance Policy. This is to ensure that financial and non-financial information about the Company’s businesses and operating results are disclosed to shareholders, investors, securities analysts, and the general public in an accurate, complete, sufficient, reliable, and timely manner. The Board of Directors is committed to strict compliance with laws and regulations regarding information disclosure and transparency. Sales or purchases of shares by any director or executive, according to the SEC’s notification, are duly reported to the Company Secretary Department. Changes in the securities holding of directors or executives are also subject to be reported at the Board of Directors’ meeting on a monthly basis. In addition, directors and executives must disclose their holding of the Company’s securities on the date they were appointed, including those of their spouses and minor children who are non sui juris as well as connected persons. The Company prescribed the rule for the use of internal information under the Disciplinary Action section applied to employees at all levels that any employee who fails to comply or violates the set disciplinary requirements is considered to have breached the Company’s rules and is subject to disciplinary penalties according to the nature of the offense. It is stated that anyone “disclosing the Company’s confidential information with an intention to destroy its reputation, credibility or products, resulting in a financial loss or a loss in a business opportunity to the Company” may be subject to severe punishment up to dismissal. In 2023, there were no reports of insider trading violations or non-compliance with the SET’s and the SEC’s rules and regulations on the securities exchange. The Company stipulated preventive measures for internal information security as practices in the Code of Conduct under the section “Conflict of Interests and Keeping Confidential Information, ” especially “Use of Company Information.” Measures against internal information leakage have been put in place to supervise the use of the Company’s internal information. It is the responsibility of the Company’s directors, executives, and employees to keep corporate information strictly confidential, especially internal information not yet disclosed to the public or any data or information that may affect the business of the Company or its share price. Directors shall follow the guidelines set forth in the Practices for the Board of Directors of Banpu Power Public Company Limited B.E. 2558 (Amendment No. 3 B.E. 2566) and the Code of Conduct as follows: 1. Directors, executives, and employees must not use the information they receive from their directorship or employment for personal benefit or for conducting business or other activities in competition with the Company. 2. Directors must not use internal information in trading the Company’s shares or disclose internal information to any third party for the benefit of trading the Company’s shares. 3. Business secrets must not be disclosed to any third party, especially to competitors, even after a director, executive, or employee has left the Company. 4. Directors and executives, as defined by the Securities and Exchange Commission (SEC), or any persons who know inside information which may influence the share price are prohibited from trading the Company’s shares during the blackout period set by the Company as follows: Directors and executives (including their spouses and minor children who are non sui juris) or any persons who know inside information which may influence the share price are prohibited from trading the Company’s shares within one month before information in the financial statements or other information which may influence the Company’s share price, and until after 24 hours after the information is made public.


Banpu Power Public Company Limited 153 5. Directors and executives, as defined by the Securities and Exchange Commission, shall report on their shareholding and its change with the method regulated by the Securities and Exchange Commission. Additionally, the Company stipulated in the Corporate Governance Policy that directors, executives, and employees shall not exploit their position for personal gain. They must avoid connected transactions that could lead to a conflict of interest with the Company. If necessary, the transactions are to be conducted fairly and at arm’s length. Directors, executives, or employees having an interest in the transactions shall not be involved in the approval process. According to the SET’s and the Capital Market Supervisory Board’s notification, all rules, procedures, and the disclosure of connected information applied to listed companies must be strictly complied with if the transaction is considered a connected transaction. In addition, the Practices of the Board of Directors stipulate a guideline for directors to follow if they have access to non-public information. The Company also notifies directors and executives of a blackout period of 30 days prior to the disclosure of the financial statements. To develop the control system for the use of internal information, the Company hired Banpu Public Company Limited to install the IT system to supervise the use of Company information. For example, systems are in place to prevent access to information from a third party and to limit employees’ information access levels according to their roles and responsibilities. The system also prevents unauthorized changes, duplication, or deletion of protected information. In the case where a director, executive, or employee participates in a special task using information that has not yet been disclosed publicly, is under negotiation, or subject to internal control given its possible influence on the Company’s share price, such executive and employee must sign a Confidentiality Agreement with the Company. The Agreement shall remain in effect until the information is disclosed to the public or relevant regulatory authorities. Directors and executives shall report their holding of the Company’s securities upon appointment and report on any changes in securities holding by themselves, spouses, minor children who are non sui juris, and connected persons. They must also file a report on any changes in their securities holding to the Board meeting on a regular basis. In 2023, there were no violations of or non-compliance with regulations prohibiting insider trading and asset trading pursuant to the SEC’s and SET’s regulations. Principle 8 Ensure Engagement and Communication with Shareholders Shareholder’s Rights The Board of Directors stresses the importance of rights and equality between shareholders and institutional investors. It is clearly specified in the Corporate Governance Policy that shareholders are entitled to receive share certificates, transfer shares, and acquire adequate information in a timely fashion and a format conducive to decision-making. Shareholders are also entitled to attend a meeting, cast their votes at a shareholders’ meeting to deliberate on BPP’s important policies, elect and remove directors, approve appointments of auditors, and receive their shares of profit. At each shareholders’ meeting, the Board of Directors facilitates shareholders by furnishing them with complete, clear, sufficient, and timely information. The Board encourages shareholders to attend the meeting and cast their votes or to appoint an individual or an independent director as their proxy to cast votes on their behalf in case they cannot attend. Shareholders are allowed to equally express opinions, seek explanations, or pose questions. Furthermore, the Board of Directors also prepares meeting invitation letters and related documents in English, which are disseminated to shareholders along with the Thai version to ensure that shareholders can actively participate in decision-making processes regarding important matters concerning the Company.


154 Annual Report 2023 (Form 56-1 One Report) In 2023, the Company also informed the SET to notify minor shareholders about the opportunities to propose agenda items to be included in the Annual General Meeting of Shareholders (AGM) and to nominate candidates to be considered for the director positions from 1 - 30 December 2022. The procedures and methods for considering proposals were clearly and transparently published on the Company’s website. In the 2023 AGM, no shareholder proposed additional agenda items or nominated candidates for director positions. The 2023 Annual General Meeting of Shareholders (AGM) was convened online on 3 April 2023 at 09.30 hours via an e-meeting platform with full attendance of ten directors or 100% of all directors. Four out of ten directors attended the meeting via the Zoom meeting platform. The meeting protocol complied with the Emergency Decree on Electronic Meetings, B.E. 2563, which came into effect on 19 April 2020. BPP assigned the Thailand Securities Depository Co., Ltd., its share registrar, to send out an invitation letter to shareholders in advance and post it on the Company’s website 30 days prior to the meeting date. The minutes of the 2023 AGM were also posted on the Company’s website 14 days after the meeting took place so that the shareholders could propose amendments if they found the minutes to be inaccurate within the 30-day period after the minutes were posted on the Company’s website. Equitable Treatment of Shareholders 2023 Annual General Meeting of Shareholders in the form of e-Meeting The Board of Directors promoted the use of technology to facilitate the 2023 Annual General Meeting of Shareholders, aiming to ensure seamless, accurate, and precise meeting processes, including registration of shareholders, vote counting, and display of results. The Board thus decided to organize the 2023 Annual General Meeting of Shareholders via an e-meeting platform in compliance with the Emergency Decree on Electronic Meetings. The e-meeting was open for shareholders to register at 07.30 hours. The Board of Directors has the policy to engage shareholders in a decision-making process and to ensure that shareholders receive comprehensive and adequate information in a timely fashion for such a process. As such, BPP sent out an invitation letter for the meeting, together with supporting documents for each agenda item, to shareholders prior to the meeting. Opinions of the Board of Directors also accompany each agenda item. In the 2023 AGM, ten directors attended the meeting, including the Chairman of the Audit Committee, the Chairman of the Corporate Governance and Nomination Committee, the Chairman of the Compensation Committee, and the Chairman of the Environment, Social and Governance Committee. Senior management, the auditor, and independent observers from a law firm also attended the meeting. The Chairman of the Meeting provided every shareholder an equal opportunity to examine the Company’s operations and present questions in each agenda item. The Chairman also encouraged shareholders to express their opinions and make inquiries about the Company’s operations. Additionally, the Board of Directors has the policy to treat all shareholders equitably by disseminating complete, precise, adequate, and timely information to them via the channels of the Stock Exchange of Thailand (SET) and the Company’s website, which can be accessed by scanning the QR Code or clicking on the icon Click here. Scan QR Code or


Banpu Power Public Company Limited 155 Compliance with Other Corporate Governance Principles The Board of Directors endeavors to maintain good corporate governance to ensure transparent and efficient operations as well as the responsibility to all stakeholders. BPP’s Board of Directors is fully aware of its role and duty to comply with the SEC’s Corporate Governance Code for Listed Companies (CG Code) 2017. The Board has considered and reviewed the application of the principles outlined in the CG Code 2017 to the Company’s business context and summarized the principles the Company did not yet comply with but will further adopt and apply as appropriate, with details and practices as follows: • The majority of the Compensation Committee members (more than 50%) are independent directors. The Company’s practice: Currently, the Compensation Committee consists of four members, namely two independent directors, one non-executive director, and one executive director. Independent directors account for 50% of the Committee members. The Chairman of the Compensation Committee is an independent director. The Committee members are qualified, knowledgeable, and competent in compensation matters in accordance with the duties and responsibilities of the Compensation Committee stipulated by the Board in the Charter of the Compensation Committee. • The Board should appoint an external consultant to facilitate a board evaluation at least once every three years, and evaluation results should be disclosed in the annual report. The Company’s practice: BPP conducts annual performance evaluations for the full Board, Sub-Committees, and individual directors. In 2023, the Company reviewed its evaluation forms by comparing them with the Corporate Governance Code 2017, the Board evaluation form prepared by the Thai Institute of Directors Association, (Thai IOD) and the duties outlined in each subcommittee’s charter, and revised the evaluation forms to align with international standards. In addition, in 2023, the Company hired the consulting firm McKinsey & Company to prepare the Board evaluation form as a tool to enhance the efficiency of corporate governance management.


156 Annual Report 2023 (Form 56-1 One Report) Corporate Governance Structure and Details of the Board of Directors, Sub-Committees, the Management, Employees, and Others Corporate Governance Structure As of 31 December 2023 The Audit Committee Chief Executive Officer Human Resources Corporate Communications Corporate Services Company Secretary Operations Power Business Financial Planning and Analysis Business Development Strategy and Commercial Analytics Financial Planning and Analysis Group Consolidation Financial Accounting and Compliance SD and Risk Management Asset and Engineering Management and Engineering Asset Management Engineering Management Investor Relations Controller Strategy and Business Development Power Business, China Power Business, Vietnam Power Business, USA Power Business, Other Countries Internal Audit


Banpu Power Public Company Limited 157 Structure of the Board of Directors The Company’s management structure as of 31 December 2023 consists of the Board of Directors and executive officers. The Board of Directors consists of independent directors, non-executive directors, and executive directors. Independent directors account for 50% of the Board membership. The Board also requires that the Chairman Board of Directors, Chairman of the Audit Committee, Chairman of the Corporate Governance and Nomination Committee, Chairman of the Compensation Committee, Chairman of the Environmental Social and Governance Committee, and all directors in the Audit Committee be independent directors. The Board of Directors consists of: 1. Assoc. Prof. Dr. Naris Chaiyasoot Chairman of the Board of Directors/Independent Director 2. Mr. Yokporn Tantisawetrat Independent Director 3. Prof. Dr. Bundhit Eua-arporn Independent Director 4. Prof. Dr. Patchanita Thamyongkit Independent Director 5. Mr. Kijja Sripatthangkura Independent Director 6. Mr. Chanin Vongkusolkit Director 7. Mr. Metee Auapinyakul Director 8. Ms. Somruedee Chaimongkol Director 9. Mr. Voravudhi Linananda Director 10. Dr. Kirana Limpaphayom Director/Chief Executive Officer Board Composition As of 31 December 2023, the structure of the Board of Directors consists of independent directors, non-executive directors, and executive directors. Among the ten board members, five are independent directors, who account for 50% of the Board. Independent directors, who account for 50% of the Board, are as follows: 1. Mr. Yokporn Tantisawetrat Independent Director 2. Assoc. Prof. Dr. Naris Chaiyasoot Independent Director 3. Prof. Dr. Bundhit Eua-arporn Independent Director 4. Prof. Dr. Patchanita Thamyongkit Independent Director 5. Mr. Kijja Sripatthangkura Independent Director BPP defined the qualifications of “Independent Directors” according to the requirements of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), as stipulated in the Notification of the Capital Market Supervisory Board No. TorChor.39/2559, dated 16 November B.E. 2559. The Company places importance on building Board diversity using the Board skill matrix to cover skills, experiences, knowledge, and specialization that benefit the Company. The nomination of directors does not discriminate on the grounds of gender, age, race, nationality, or religion to increase the opportunity to nominate the right candidates for the Company’s business operations. Authorized Signatory Directors on Behalf of the Company Any two of the following five board members, namely Mr. Chanin Vongkusolkit, Mrs. Somruedee Chaimongkol, Dr. Kirana Limpaphayom, Mr. Voravudhi Linananda, or Mr. Metee Auapinyakul, are authorized to jointly sign on a document affixed with the Company’s seal.


158 Annual Report 2023 (Form 56-1 One Report) Authority and Responsibilities of the Board of Directors The Board of Directors is accountable to shareholders for the Company’s business operations and supervision of the management to accomplish the goals and maximize shareholders’ value. The Board also has a duty to ensure ethical conduct and benefits to all stakeholders. The Board of Directors has a duty to comply with the laws, objectives and regulations of the Company and with resolutions of the shareholders’ meetings. It shall perform duties with integrity and act in the interests of shareholders for both short and long terms. The Board also complies with the rules and regulations of the Stock Exchange of Thailand (SET), the Office of the Securities and Exchange Commission (SEC), and the Capital Market Supervisory Board established according to the Securities and Exchange Act, B.E. 2535 as amended by the SEC Act (No.5), B.E. 2559. To ensure compliance with the Practices, the Board entrusted the Chief Executive Officer with the duty of supervising the Company’s business operations and corporate governance. The Board also formulated the Audit Committee Charter, the Corporate Governance and Nomination Committee Charter, the Compensation Committee Charter, and the Environment, Social, and Governance Charter as guidelines for these sub-committees. The Board organizes an orientation session for new directors to make them realize what the Company expects of them about their roles and responsibilities, the Company’s corporate governance policy and practices, business and operations, and risk management. In addition, they have the opportunity to visit different operational units. After attending the orientation, the new directors will be equipped for their new roles as directors. From 6-14 November 2023, the Board of Directors visited the Company’s gas-fired power plants and the Carbon Capture, Utilization, and Storage (CCUS) project in the United States. This visit aimed to enhance their capabilities to oversee the electricity business and broaden their knowledge for developing the Company’s future ventures. The Board’s visit to the Company’s operational units overseas significantly bolstered its management capabilities and efficiency. Directors acquired firsthand insights into energy trading, advanced technologies, and CCUS process, all of which are aligned with the Greener & Smarter strategy. More importantly, the executives and management team benefited from the invaluable insights shared by the Board members during the visit. The Board formulated the “Practices for the Board of Directors B.E. 2558 Amendment No.3 B.E. 2562,” which details definitions, composition, and criteria of the Board, directors’ qualifications, terms of office, and vacancies, duties and responsibilities of the Board as well as meetings and voting procedures. In pursuance of the corporate governance of the Company, subsidiaries, and associated companies, in addition to any other action taken in compliance with the laws, the Company’s objectives, the Articles of Association, and the resolutions of the shareholders’ meeting. The Board of Directors has a duty and responsibility to approve the following matters: 1. The Company’s policies, strategic plans, action plans, and annual budget 2. Monthly and quarterly operating reports compared agains the Company’s plan, budget, and business outlook in the following period of the year 3. Investment in a project worth more than THB 1,500 million 4. Investment which exceeds the approved budget by 15% and costs more than THB 1,000 million 5. Purchase and disposal of assets, acquisitions, and participation in joint venture projects, which are not conflicting with the SEC’s and SET’s rules, for an amount that exceeds the CEO’s authority 6. Transactions which could materially affect the Company’s financial status, liabilities, business strategy and/ or reputation 7. Entering into a contract unrelated to the ordinary course of business or related and materially significant


Banpu Power Public Company Limited 159 8. Parts of a connected transaction between BPP, its subsidiaries or affiliates, and related individuals according to the Securities and Exchange Act B.E.2535 (As amended) 9. Any transaction which may cause the Debt-to-Equity Ratio of the Company’s consolidated balance sheets to exceed 2:1 10. Payment of an interim dividend 11. Net borrowing which exceeds the amount stated in a budget of more than THB 5,000 million 12. Changes in policies and practices with material implications to accounting, risk management, and financial reserves 13. Significant changes in financial and management control system 14. Determination and review of authorization granted to CEO 15. Appointment of CEO, EO, COO and CFO 16. Approval of salary structure, salary increase budget, other benefits, or formula to adjust other remuneration packages of executives and employees 17. Nomination, appointment, and termination of directors and the Company Secretary or the Secretary to the Board of Directors 18. Authorization given to the Chairman of the Board of Directors, CEO, or any director, and amendments to such authorization 19. Appointment and delegation of duties of sub-committees 20. Establishing and supervising management in accordance with the principles of good corporate governance; promoting ethics and morals and compliance with the Corporate Governance Policy and the Code of Conduct, and the Anti-Corruption Policy 21. Appointment and supervision of directors or executives who are directors of subsidiaries and affiliated companies 22. Registration of a new company and dissolving a company 23. Review the Company’s vision and mission at least once every five years 24. Directors have a duty to keep corporate information strictly confidential, especially the internal information not to be disclosed to the public or the information that may affect its business or share prices. Directors must follow the following practices: - In case the information is a report based on an accounting period, such as on operating results, financial statements, and an annual report, directors must refrain from trading BPP’s shares no less than 30 days prior to the information disclosure to the public. - In case the information is a report of BPP’s action in a particular situation, such as acquisition/disposal of assets, connected transactions, joint venture/cancellation of joint venture, capital increase/capital reduction, issuance of new securities, repurchase of own shares, payment or non-payment of dividend or incidents that affect the BPP’s share price, directors shall refrain from trading the Company’s shares from the period he/she learns of the information to the day BPP Company discloses the information to the public. 25. Amendment of the Board of Directors’ scope of authorization as described in Clause 1 - 24 In 2023, the Board of Directors convened 12 meetings, all of which wer quorate, and all agenda items were covered.


160 Annual Report 2023 (Form 56-1 One Report) Checks and Balances by Non-Executive Directors The Board of Directors ensures that the proportion of its existing directors is appropriate to the Company’s size. At present, BPP’s Board of Directors consists of ten members. Three members are executive directors, two are non-executive directors, and five are independent directors, which accounts for 50% of the Board. In 2023, the Corporate Governance and Nomination Committee reconsidered the composition of the Board with regards to the proportion of non-executive directors and independent directors and concluded that the composition of the Board of Directors was appropriate and aligned with BPP’s future strategies. Consolidation or Segregation of Office The Board of Directors requires that the roles of Chairman and Chief Executive Officer should be held by separate individuals. Their roles, responsibilities, and authorities are clearly separated to achieve a balance between management and good corporate governance. The Chairman of the Board monitors the administration of the management and provides suggestions and assistance, yet does not interfere with the routine management, which is the duty of the Chief Executive Officer within the scope of the authority entrusted by the Board. The Chairman of the Board shall convene and chair the Board of Directors’ meetings, chair the shareholders’ meetings, and determine the agenda for Board meetings together with the Chief Executive Officer. In the case of an equality of votes in a Board of Directors’ meeting, the Chair of the meeting shall give the casting vote. The present Chairman of the Board is an independent director who possesses strong leadership. The Chairman monitors directors’ independence at meetings and their full adherence to the principles of good corporate governance without being influenced by the management. Scope of Authority and Responsibilities of Chairman of the Board of Directors 1) To abide by the objectives, the Company’s rules, and resolutions of the shareholders’ meetings as well as the Public Limited Companies Act B.E. 2535, the Securities and Exchange Act B.E. 2535, and any other relevant laws that particularly stipulate the duties of Chairman of the Board of Directors 2) To preside over the Board of Directors’ meetings, shareholders’ meetings, and manage such meetings according to the Company’s rules, relevant laws, and good corporate governance practices 3) To promote, develop, and oversee the performance of the Board to ensure integrity, adherence to the principles of good corporate governance Scope of Authority and Responsibilities of the Chief Executive Officer The Board of Directors sets operational goals for the CEO and evaluates his performance annually to determine compensation for the CEO. The CEO then evaluates the performance of executive officers and senior executive officers in in descending order of rank in light of the goals and evaluation criteria linked closely with the Company’s strategic plan and the CEO’s annual operating plan and operational goals. This information is used to set appropriateand attractive compensation packages and incentives. Regulations Governing Directors Holding Positions in Other Companies To ensure that directors can devote sufficient time to carrying out duties and responsibilities in the Company, directors shall not hold the director position of more than five listed companies. The rule is set forth in Article 5.1 Paragraph (5) under the Section: General Qualifications of Directors in the Practices for the Board of Directors B.E. 2558, Amendment No. 3 B.E. 2566. In 2021, The Board of Directors established the explicit policy and practices for the Chief Exective Officer and senior executive officers regarding holding directorship positions in other companies, both in terms of position and the number of companies they are allowed to hold. The Corporate Governance Policy and Code of Conduct was amended accordingly with a paragraph was added to Article 4.5 Chairman of the Board of Directors and Chief Executuve Officer: “Holding directorship position in other company, other than group companies, CEO must get an approval from the Board of Directors.”


Banpu Power Public Company Limited 161 Sub-Committees The Board established four sub-committees, namely, the Audit Committee, the Corporate Governance and Nomination Committee, the Compensation Committee, and the Environmental, Social and Governance Committee. The Audit Committee consists of four independent directors as follows: 1. Mr. Yokporn Tantisawetrat Chairman of the Audit Committee/Independent Director 2. Assoc. Prof. Dr. Naris Chaiyasoot Independent Director 3. Prof. Dr. Bundhit Eua-arporn Independent Director 4. Prof. Dr. Patchanita Thamyongkit Independent Director The Audit Committee’s term of office is three years from the date of the Annual General Meeting of Shareholders in 2021 to the date of the Annual General Meeting of Shareholders in 2024, except for Prof. Dr. Patchanita Thamyongkit, whose term of office is three years, from 30 April 2021 (Appointed date) to the date of the Annual General Meeting of Shareholders in 2024. All members of the Audit Committee have the expertise, experience, and a strong understanding of accounting and finance, and Mr. Yokporn Tantisawetrat is a committee member who has sufficient expertise and experience to review the accuracy and credibility of the Company’s financial statements. The Audit Committee Meeting No. 5/2022 held on 4 July 2022 appointed Ms. Nachanok Triratwaroon as the Head of the Internal Audit and the Secretary to the Audit Committee, effective from 4 July 2022. Ms. Nachanok has over ten years of professional experience in internal audit with international standards and a good understanding of the Company’s business operations and activities. The Audit Committee is accountable to the Board of Directors within the scope of responsibilities entrusted by the Board of Directors as follows: 1. To review the Company’s financial reporting process to ensure that it is accurate, creditable, and adequate 2. To review the Company’s internal control system and internal audit system to ensure that they are appropriate and effective 3. To ensure that the Company has duly complied with the law on securities and exchange, the Stock Exchange of Thailand’s (SET) regulations, and the laws relating to the Company’s business 4. To consider, select, and nominate an independent person to be the Company’s auditor or dismissal of the auditor, and propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year 5. To review the connected transactions or the transactions that may lead to conflicts of interest to ensure that they are in compliance with the laws and the SET’s regulations and are reasonable and for the highest benefit of the Company 6. To participate in discussions with the Board of Directors to provide opinions on the suitability and reasonableness of entering into material transactions (MT) deemed as acquisition or disposal of assets and monitor the progress of these transactions. 7. To prepare and disclose in the Company’s annual report and Audit Committee’s report which must be signed by the Chairman of the Audit Committee and consist of at least the following information: (a) an opinion on the accuracy, completeness, and creditability of the Company’s financial report (b) an opinion on the adequacy of the Company’s internal control system (c) an opinion on the compliance with the law on securities and exchange, the SET’s regulations, and the laws relating to the Company’s business (d) an opinion on the suitability of an auditor (e) an opinion on the transactions that may lead to conflicts of interests


162 Annual Report 2023 (Form 56-1 One Report) (f) the number of Audit Committee meetings and the attendance of such meetings by each committee member (g) an opinion or overview comment received by the Audit Committee from its performance of duties in accordance with the charter (h) other transactions which, according to the Audit Committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities entrusted by the Company’s Board of Directors 8. To audit cases informed by the Company’s external audit or when he/she discovers any suspicious circumstance that the director, manager, or any person responsible for the Company’s operation commits an offense, which is specified under the Securities and Exchange Act (No. 5) B.E. 2559 and report the results of preliminary inspection to the Office of the Securities and Exchange Commission (SEC) and the external auditor within 30 days since the informed date. 9. To continue the Risk Management Committee’s duty in reviewing and monitoring the management of significant risks, including cybersecurity risk and other IT-related risks, for the whole organization 10. To consider the use of funds raised from the public and establish a mechanism to oversee and ensure accurate and proper use of funds in line with disclosed objectives 11. To determine the independence of the Internal Audit Unit and participate in developing a risk-based audit plan, providing opinions on the operational plan, results, budgeting, and workforce of the Internal Audit Department, as well as to approve the appointment, performance appraisal, transfer, and dismissal of the Head of Internal Audit Unit. 12. To revise the Audit Committee Charter at least once a year 13. To revise and approve the Internal Audit Charter 14. To invite executive officers or supervisors to attend its meeting for clarification purposes or to submit relevant documents based on the scope of its authority 15. To obtain appropriate consultations from the independent specialist relating to its scope of duties and responsibilities with the Company’s expenses 16. To review and ensure that the Company has duly complied with Anti-Corruption Policy 17. To submit a performance report to the Board of Directors at least once a year 18. To perform any other tasks as assigned by the Board of Directors upon the Audit Committee’s consent In 2023, the Audit Committee convened ten meetings, all of which were quorate, and all agenda items were covered. For further information on the Audit Committee Charter, please visit the Company’s website by scanning the QR Code or clicking on the icon Click Here. The Corporate Governance and Nomination Committee consists of three members, namely, one non-executive director and two independent directors. The Chairman of the Corporate Governance and Nomination Committee is an independent director. 1. Assoc. Prof. Dr. Naris Chaiyasoot Independent Director 2. Prof. Dr. Patchanita Thamyongkit Independent Director 3. Mr. Chanin Vongkusolkit, Non-Executive Directors Scan QR Code or


Banpu Power Public Company Limited 163 The Corporate Governance and Nomination Committee’s term of office is three years, from August 2021 to August 2024, except for Prof. Dr. Patchanita Thamyongkit, whose term of office is three years, from 30 April 2021 (Appointed date) to 29 April 2024. The Corporate Governance and Nomination Committee has two major duties. Firstly, it reviews the Corporate Governance Policy and the Code of Conduct and monitors compliance with the policy and practices within BPP’s Code of Conduct Secondly, it nominates Directors, Chief Executive Officer, and Executive Officers as well as monitors succession planning in order to nominate qualified persons to fill senior management positions (Vice President level and higher) and propose to the Board of Directors’ meeting for approval or to the shareholders’ meeting for approval, as the case may be, with the following details: 1. To consider and review whether the Company’s Corporate Governance Policy and its Code of Conduct are appropriate and adequate and to regularly update the Corporate Governance Policy 2. To monitor and supervise directors and staff’s compliance with the Corporate Governance Policy and the Code of Conduct so that it is in line with those determined by the Board of Directors and to arrange a system where BPP can receive grievances concerning the Corporate Governance and Code of Conduct from stakeholders 3. To review the structure and components of the Board of Directors, to monitor the term of office of its directors, Chief Executive Officer, and Executive Officers, and to prepare a succession plan for senior executives (starting from Vice President and over) 4. To determine the director’s qualifications in line with business strategy and the nomination process by taking into consideration board diversity in terms of skills, experience, gender, and knowledge and competency that correspond with the Company’s strategy 5. To recruit and nominate persons as Directors, Chief Executive Officer, and Executive Officers when the term is due or whenever there is a vacancy or other executive positions as entrusted by the Board 6. To suggest measures for performance evaluation of individual director and the Board of Directors as a group; to participate in the annual evaluation, summarize the evaluation results and report to the Board of Directors as well as monitor the results for improving performance efficiency and enhancing the competency of the Company’s directors 7. To review and recommend an amendment to the Corporate Governance and Nomination Committee’s scope of work, duties and responsibilities to respond to changing circumstances 8. To submit a performance report to the Board of Directors at least once a year 9. To perform any other tasks as assigned by the Board of Director. To ensure that the Corporate Governance and Nomination Committee performs its duties efficiently, the Committee shall conduct the following tasks: 9.1. Within the scope of its authority, the Committee shall invite management or function heads to attend its meeting for clarification or submission of relevant documents. 9.2. The Committee shall hire consultants or organize other activities relating to its duties and responsibilities with the Company’s expenses. In 2023, the Corporate Governance and Nomination Committee convened three meetings, all of which were quorate, and all agenda items were covered. For further information on the Corporate Governance and Nomination Committee Charter, please visit the Company’s website by scanning the QR Code or clicking on the icon Click Here. Scan QR Code or


164 Annual Report 2023 (Form 56-1 One Report) The Compensation Committee consists of four members, namely two independent directors, one nonexecutive director, and one executive director. 1. Prof. Dr. Bundhit Eua-arporn Chairman of the Committee/Independent Director 2. Mr. Kijja Sripatthangkura Independent Director 3. Mr. Metee Auapinyakul Non-Executive Director 4. Mrs. Somruedee Chaimongkol Executive Director The Compensation Committee’s term of office is three years, from August 2021 to August 2024, except for Mr. Kijja Sripatthangkura, whose term of office is three years, from 29 April 2022 (Appointed date) to 28 April 2025. The Compensation Committee’s duties are to provide recommendations related to compensation management to the Board of Directors for approval or submission to the shareholders’ meeting, as the case may be, which areas follows: 1. To recommend compensation practices and payment of compensation and other fringe benefits to the Board of Directors and Sub-Committees appointed by the Board of Directors 2. To consider and recommend compensation rates and other benefits by taking the duties and responsibilities of the Chief Executive Officer into consideration and review performance evaluation criteria to determine the right annual remuneration 3. To review a compensation structure, compensation rules and regulations as stated in Clauses 1 and 2 to suit the person’s duties and responsibilities, BPP’s operating results, and marketing conditions 4. To review overall budgets for a salary increase, annual bonus payments, and provisions of other staff’s benefits 5. To review and recommend an amendment to the Committee’s scope of work, duties, and responsibilities to respond to changing circumstances 6. To submit a performance report to the Board of Directors at least once a year 7. To perform any other tasks as assigned by the Board of Directors In 2023, the Compensation Committee convened four meetings with full attendance and all agenda items were covered. For further information on the Compensation Committee Charter, please visit the Company’s website by scanning the QR Code or clicking on the icon Click Here. The Environmental, Social, and Governance Committee comprises three members, all of whom are independent directors. 1. Prof. Dr. Patchanita Thamyongkit Chairman of the Committee/Independent Director 2. Mr. Yokporn Tantisawetrat Independent Director 3. Mr. Kijja Sripatthangkura Independent Director The Environment, Social, and Governance (ESG) Committee’s term of office is three years, from March 2023 to March 2026. Scan QR Code or


Banpu Power Public Company Limited 165 The ESG Committee supports the Board of Directors in the oversight of environmental, social, and governance matters, reporting its performance and submitting proposals to the Board of Directors or to the shareholders’ meeting for approval, as the case may be. Duties and Responsibilities of the ESG Committee are as follows: 1. Oversee ESG matters a) Recommend strategies or guiding practices related to Environment, Social, and Governance (ESG) matters to the Board of Directors. b) Review the Company’s policies, targets, practices, and performance with respect to ESG matters. c) Review and monitor major ESG risks following Risk Management Committee to ensure that the Company has put in place an effective means of ESG risk management. d) Review and monitor stakeholder engagement and ESG materiality assessment process following the Sustainability Committee to ensure their credibility and verify that outcomes are properly identified, prioritized, and managed. e) Review the Company’s official public disclosures in relation to ESG matters. f) Report to the Board of Directors current and emerging topics relating to ESG matters that may affect the business, operations, performance, or public reputation of the Company and its stakeholders, then recommend how the Company’s policies, practices, and disclosures can be adjusted to address those issues. 2. Review and reassess this charter at least once a year, and then submit any recommended changes to the Board of Directors for consideration. 3. Perform any other tasks as assigned by the Board of Directors upon the ESG Committee’s consent. In 2023, the Environment, Social, and Governance (ESG) Committee convened three meetings, all of which were quorate, and all agenda items were covered. For further information on the Environment, Social, and Governance Committee Charter, please visit the Company’s website by scanning the QR Code or clicking on the icon Click Here. Meetings of the Board of Directors The Board of Directors convenes at least once a month, with meeting dates scheduled in advance for the whole year. Any additional meetings may be held if necessary. At the meeting, there are clear meeting agenda items. A complete set of supporting documents is sent to the Board of Directors at least seven days in advance of the meeting to allow the Board an opportunity to properly review the agenda before the meeting. During the meeting, all directors may openly voice their opinions. The Chairman of the Board must summarize views and board resolutions. If any director has a conflict of interest in a matter being considered by the Board, the director is not eligible to cast a vote. The Company allows the meetings to be held by electronic means in compliance with the standards for maintaining e-meeting security prescribed by regulatory agencies. Minutes of all the meetings are recorded in written form and after approval are signed by the Chairman of the Board and the Company Secretary. Records of the meetings are kept as hard copies and scanned electronic files to facilitate quick reference for directors or related persons. These also include other documents attached to a particular agenda. All are kept secure for reference for at least five years with a safeguard system to prevent any alteration and other risks of catastrophe. Scan QR Code or


166 Annual Report 2023 (Form 56-1 One Report) Meetings of the Board of Directors and Voting Procedure The Company set the Board of Directors’ meeting and voting procedures as follows: “no less than half of all directors must attend the meeting to form a quorum and to agree on a resolution, there must be no less than 2/3 of all directors” (The Practices for the Board of Directors of Banpu Power Public Company Limited B.E. 2558 Amendment No.3 B.E. 2566). Meetings of the Non-Executive Directors The Company held a non-executive directors’ meeting (NED meeting) on 14 October 2023, between 10.30-12.00 hours, with full attendance of seven non-executive directors. During the meeting, all directors were allowed to propose interesting issues outside of the general agendas of the Board of Directors’ meeting and voice their opinions or provide useful recommendations about collaboration with the management. The directors also worked together to develop a management approach to achieve the Company’s targets as planned and a succession plan for senior management positions. Summary of Directors’ Meetings 2023 In 2023, the Board of Directors and Sub-Committees convened meetings as detailed in the following table: Name Title Term of Office 2023 Meeting Attendance BOD 12 meetings AC 10 meetings CC 4 meetings GNC 3 meetings ESG 3 meetings AGM 1 meeting NED 1 meeting 1. Assoc. Prof. Dr. Naris Chaiyasoot Chairman of the Board/ Independent Director/ Chairman of the Corporate Governnance and Nomination Committee/ Member of the Audit Committee AGM 2023 - AGM 2026 12/12 9/10 - 3/3 - 1/1 1/1 2. Mr. Yokporn Tantisawetrat Independent Director/ Chairman of the Audit Committee/ Member of the ESG Committee AGM 2021 - AGM 2024 12/12 10/10 - - 3/3 1/1 1/1 3. Prof. Dr. Bundhit Eua-arporn Independent Director/ Chairman of the Compensation Committee/ Member of the Audit Committee AGM 2021 - AGM 2024 12/12 10/10 4/4 - - 1/1 1/1 4. Prof. Dr. Patchanita Thamyongkit Independent Director/ Chairman of the ESG Committee/Member of the Corporate Governnane and Nomination Committee/ Member of the Audit Committee AGM 2021 - AGM 2024 12/12 10/10 - 3/3 3/3 1/1 1/1 5. Mr. Kijja Sripatthangkura Independent Director/ Member of the Compensation Committee/ Member of the ESG Committee AGM 2022 - AGM 2025 12/12 - 4/4 - 3/3 1/1 1/1 6. Mr. Chanin Vongkusolkit Non-Executive Director/ Member of the Corporate Governance and Nomination AGM 2022 - AGM 2025 12/12 - - 2/3 - 1/1 1/1 7. Mr. Metee Auapinyakul Non-Executive Director/ Member of the Compensation Committee AGM 2021 - AGM 2024 12/12 - 4/4 - - 1/1 1/1


Banpu Power Public Company Limited 167 Name Title Term of Office 2023 Meeting Attendance BOD 12 meetings AC 10 meetings CC 4 meetings GNC 3 meetings ESG 3 meetings AGM 1 meeting NED 1 meeting 8. Mrs. Somruedee Chaimongkol Executive Director/ Member of the Compensation Committee AGM 2023 - AGM 2026 12/12 - 4/4 - - 1/1 - 9. Mr. Voravuhi Linananda Executive Director AGM 2022 - AGM 2025 12/12 - - - - 1/1 - 10. Dr. Kirana Limpaphayom Executive Director/ Chief Executive Officer AGM 2023 - AGM 2026 12/12 - - - - 1/1 - Notes: BOD means the Board of Directors’ Meeting AC means the Audit Committee’s Meeting CC stands for the Compensation Committee’s Meeting GNC stands for the Corporate Governance and Nomination Committee’s Meeting ESG stands for the Environment, Social, and Governance Committee’s Meeting AGM stands for Annual General Meeting of Shareholders NED stands for Non-Executive Directors’ Meeting Remuneration of the Board of Directors The Board of Directors delegated the Compensation Committee to review the remuneration structure and system and the appropriate remuneration for the Company’s directors and senior management. Appropriate remuneration will motivate effective work performance in line with good corporate governance and attract qualified directors to join the Board and drive BPP’s efficient and sustainable business operations. It is prescribed as a policy that remuneration must be appropriate to roles, duties, and responsibilities and competitive in the job market and business. Executive remuneration is determined based on individual performance to be an incentive for effective performance. The remuneration of the Board of Directors consists of monthly salary and allowance for each meeting attended. Annual remuneration will be linked to the dividend paid out to shareholders, and the payment of the Board of Directors’ remuneration must be approved by the shareholders’ meeting. The Compensation Committee reviewed and determined the remuneration of the Board of Directors based on the Board’s duties and responsibilities benchmarked against those of other publicly-listed companies in similar industries and businesses in Thailand. The consideration process was transparent to build confidence for shareholders. The remuneration of the Board of Directors was approved by the Board meeting and the 2023 Annual General Meeting of Shareholders as detailed below: Remuneration Structure 2023 Remuneration of the Board of Directors 1. Monthly remuneration (THB/month) • Chairman of the Board of Directors • Other Directors 2. Meeting allowance for the Board of Directors paid for each meeting attendance (THB/meeting) • Chairman of the Board of Directors • Non-Executive Director 62,920 48,400 31,460 24,200 Meeting allowance for the Audit Committee paid for each meeting attendance (THB/meeting) • Chairman of the Audit Committee • Member of the Audit Committe 37,752 29,040 Meeting allowance for the Corporate Governance and Nomination Committee, the Compensation Committee, and the Environmental, Social, and Governance Committee paid for each meeting attendance (THB/meeting) • Chairman of the Corporate Governance and Nomination Committee, Chairman of the Compensation Committee, and Chairman of the Environment, Social, and Governance Committee • Member of the Corporate Governance and Nomination Committee, Member of the Compensation Committee, and Member of the Environment, Social, and Governance Committee 31,460 24,200


168 Annual Report 2023 (Form 56-1 One Report) Remuneration in Cash for the Year Ended 31 December 2023 Total cash remuneration of the Board of Directors in the forms of monthly compensation, meeting allowance, and annual remuneration amounted to THB 20,187,769.00, the details of which are as follows (Unit: THB) Name-Surname Position Monthly Allowance and Meeting Allowance for Each Meeting Attendance for Directors Meeting Allowance for the Audit Committee Meeting Allowance for the Compensation Committee Meeting Allowance for the Corporate Governance and Nomination Committee Meeting Allowance for the Environment, Social and Governance Committee Annual Remuneration* Total Remuneration 1. Assoc. Prof. Dr. Naris Chaiyasoot Chairman of the Board/ Chairman of the Corporate Governance and Nomination Committee/ Member of the Audit Committee/ Independent Director 1,043,900.00 253,440.00 - 91,520.00 - 2,650,485.00 4,039,345.00 2. Mr. Yokporn Tantisawetrat Chairman of the Audit Committee/ Member of the Environment, Social, and Governance Committee/ Independent Director 803,000.00 367,224.00 - - 72,600.00 2,038,835.00 3,281,659.00 3. Prof. Dr. Bundhit Eua-arporn Chairman of the Compensation Committee/ Member of the Audit Committee/ Independent Director 803,000.00 282,480.00 120,120.00 - - 2,038,835.00 3,244,435.00 4. Prof. Dr. Patchanita Thamyongkit Chairman of the Environment, Social, and Governance Committee/ Member of the Corporate Governance and Nomination Committee/Member of the Audit Committee/ Independent Director 803,000.00 282,480.00 - 70,400.00 94,380.00 2,038,835.00 3,289,095.00 5. Mr. Kijja Sripatthangkura Member of the Compensation Committee/ Member of the Environment, Social, and Governance Committee Committee/Independent Director 803,000.00 92,400.00 72,600.00 2,038,835.00 3,006,835.00 6. Mr. Chanin Vongkusolkit Member of the Corporate Governance and Nomination Committee/ Non-Executive Director 803,000.00 - - 70,400.00 - - 873,400.00 7. Mr. Metee Auapinyakul Member of the Compensation Committee/ Non-Executive Director 803,000.00 - 92,400.00 - - - 895,400.00 8. Mrs. Somruedee Chaimongkol Member of the Compensation Committee/ Executive Director 519,200.00 - - - - - 519,200.00 9. Mr. Voravudhi Linananda Executive Director 519,200.00 - - - - - 519,200.00 10. Dr. Kirana Limpaphayom Executive Director/ Chief Executive 519,200.00 - - - - - 519,200.00 Total 20,187,769.00 Notes: *The annual remuneration for five directors in 2023 amounting THB 10,805,825.00 needs to be approved by the 2024 Annual General Meeting of Shareholders since the directors appointed by major shareholders and executive directors manifested an intent not to accept the annual remuneration in 2023. In addition to the above remuneration, each director received other benefits, including an annual medical check-up fee of THB 50,000, and fees for attending seminars held by the Thai Institute of Directors Association (IOD) and other related institutions as regulated by the Company.


Banpu Power Public Company Limited 169 Details of the Management As of 31 December 2023, the management consists of: 1. Dr. Kirana Limpaphayom Chief Executive Officer 2. Mr. Issara Niropas Senior Vice President - Power Operations 3. Mr. Teerapat Wongraveekul Chief Financial Officer 4. Mr. Pilun Pochanart Senior Vice President - Power Business China 5. Dr. Paul Didsayabutra Senior Vice President - Power Business USA 6. Mrs. Bubpachart Meecharoen Senior Vice President - Power Business Vietnam Remuneration of the Management Cash remuneration of the Company’s executives in the form of salary and bonus is rewarded based on performance against the pre-determined key performance indicators and individual achievement. Unit: THB Number of Executives 2023 Number of Executives 2022 Total Salaries 6 49,463,094.24 6 47,049,420.00 Total Bonuses 6 14,452,939.62 6 37,379,599.90 Total 63,916,033.86 84,429,019.90 Other Remunerations Contribution to Provident Fund Details of the Company’s contribution to the provident fund for executives are as follows: Unit: THB Number of Executives 2023 Number of Executives 2022 Contribution to Provident Fund 6 1,420,362.00 6 1,172,556.00 Notes: - In 2023, there were six executives, namely, 1. Dr. Kirana Limpaphayom 2. Mr. Issara Niropas 3. Mr. Teerapat Wongraveekul 4. Mr. Pilun Pochanart, 5. Dr. Paul Didsayabutra, and 6. Mrs. Bubpachart Meecharoen. - In 2022, there were six executives, namely, 1. Dr. Kirana Limpaphayom 2. Mr. Praphan Likitwacharapakorn 3. Ms. Benjamas Suratanakavikul 4. Mr. Padungsak Thanakit 5. Mr. Pilun Pochanart, and 6. Dr. Paul Didsayabutra. - [1] Mr. Teerapat Wongraveekul was appointed as Chief Financial Officer of the Company in substitute of Ms.Benjamas Suratanakavikul.


170 Annual Report 2023 (Form 56-1 One Report) Shareholdings of the Board of Directors and Management In compliance with Section 89/1/4 of the Securities and Exchange Act (No. 4) B.E. 2551 and Capital Market Supervisory Board Notice No. TorJor.2/2552 RE: Report on Interest of Directors, Executives, and Related Persons, the Board of Directors will report their shareholdings in Banpu Power Public Company Limited held by themselves, their spouses and minor children to the Board of Directors’ meeting on a monthly basis. As of 31 December 2022, the shareholdings of the Board of Directors and the management are as follows: Name Ordinary Share (Share) 31 Dec. 2023 31 Dec. 2023 + / (-) 1.) Assoc. Prof. Naris Chaiyasoot - - - Spouse/Minor Child - - - 2.) Mr. Yokporn Tantisawetrat 60,000 60,000 - Spouse/Minor Child - - - 3.) Prof. Dr. Bundhit Eua-arporn 80,000 80,000 - Spouse/Minor Child - - - 4.) Prof. Dr. Patchanita Thamyongkit - - - Spouse/Minor Child - - - 5.) Mr. Kijja Sripatthangkura - - - Spouse/Minor Child - - - 6.) Mr. Chanin Vongkusolkit 35,711 35,711 - Spouse/Minor Child 330,000 330,000 - 7.) Mr. Metee Auapinyakul 431,500 431,500 - Spouse/Minor Child 33,400 33,400 - 8.) Mrs. Somruedee Chaimongkol 1,792,179 1,792,179 - Spouse/Minor Child - - - 9.) Mr. Voravudhi Linananda 100,000 100,000 - Spouse/Minor Child 1,100 1,100 - 10.) Dr. Kirana Limpaphayom 220,000 120,000 100,000 Spouse/Minor Child 33,036 13,036 20,000 11.) Mr. Issara Niropas - N/A - Spouse/Minor Child - N/A - 12.) Mr. Teerapat Wongraveekul - N/A - Spouse/Minor Child 2,500 N/A - 13.) Mr. Pilun Pochanart 1,514 1,514 - Spouse/Minor Child 1,552 1,552 - 14.) Dr. Paul Didsayabutra - - - Spouse/Minor Child - - - 15.) Mrs. Bubpachart Meecharoen 75,000 N/A - Spouse/Minor Child - N/A - Mr. Teerapat Wongraveekul was appointed Chief Financial Officer, effective 1 July 2023, to replace Ms. Benjamas Suratanakavikul.


Banpu Power Public Company Limited 171 Information about Employees (1) Total employees of BPP and its subsidiaries as of 31 December 2023 Country Number of Employees (Persons) Thailand 35 People’s Republic of China 991 (all group companies) United States of America 7 Total 1,033 (2) Remuneration of Employees 2.1 In 2023, the total cash remuneration of BPP’s and its subsidiaries’ employees in Thailand, China, and the United States of America, including salaries and bonuses, amounted to THB 1,162,797,603.04. Unit: THB 2023 2022 Salaries 1,024,142,148.48 740,736,250.38 Bonuses 138,655,454.56 462,136,889.22 Total 1,162,797,603.04 1,202,873,139.61 2.2 Other Remunerations In 2023, BPP’s and its subsidiaries’ contributions to the provident fund for their employees in Thailand, China, and the United States of America amounted to THB 30,897,229.53. Unit: THB 2023 2022 Contribution to Provident Fund 30,897,229.53 28,797,511.38 (3) Significant labor disputes over the last three years -none-


172 Annual Report 2023 (Form 56-1 One Report) Human Resource Management Banpu Power Public Company Limited (BPP) has adopted a strong human resource management policy and corporate culture from its major shareholder - Banpu Public Company Limited, an internationally renowned company with more than four decades of professionalism - to guide the Company’s human resource management. The Company regards its “employees” as the most valuable asset in driving its business ecosystem to grow sustainably. Hence, the Company has put employees at the center of all human resource management processes. BPP has managed its workforce in all countries, which is diverse in terms of race, religion, language, culture, age, expertise, perspective, and work experience, to create a happy work environment and the highest efficiency while generating sustainable value to stakeholders. Human Resource Management Approach BPP is committed to aligning its human resource management with the Company’s vision while leveraging Banpu ecosystems following its long-term business strategy. In 2023, Banpu Group still maintained the “Banpu People Value Proposition” management approach as the core of human resource management to effectively fit into the new context and internalize the “One Banpu, One Goal” concept in employees in all business groups and countries. It has also adhered to the three fundamental management principles: equitability, performancebased, and competency-based. The Company is also determined to develop the workforce’s potential to work in harmony, with high agility and adaptability. It also embraces different perspectives and is willing to innovate, which will drive the Company toward being a leading power-generating company for a sustainable world, which is friendly to the community and the environment. In 2023, BPP implemented human resource strategies as follows: 1. Continuous Improvement of Workforce Capability in All Countries 1.1 Human Resource Policy BPP attaches great importance to workforce development and the sharing of knowledge, expertise, and innovations for sustainable power generation and distribution in alignment with Banpu group’s policy to facilitate rapid business growth and improved competitive advantages in the long run. In 2023, the Company adapted human resource development to fit the circumstances by using the results from the analysis of needs, expectations, and learning formats and behaviors based on the Employee Diagnostic Survey, which collected data from employees of all levels, to design training programs and embraced a new working trend of a flexible workplace. In addition, the Company promoted self-learning via online platforms alongside on-the-job learning. It also elevated comprehensive workforce development in all host countries to facilitate Banpu group’s long-term growth. The Company focused on improving every critical process, namely building the Banpu Global Talent Pool to prepare for global expansion, planning a company-wide workforce strategy, implementing suitable Learning Solution Design for each business and job position, developing Personalized Learning Programs for key positions, and creating accurate Learning and Development Measurement on shaping new behaviors and empirical measurement of business impacts. In addition, the Company continued to design and develop training programs for executives and employees at all levels to encourage lifelong learning through the Learning Application Project (LAP). The project enhances the application of learned knowledge to actual work settings and broadens such knowledge through the design thinking process, where “people” are regarded as the crux of development. Participants practiced creative thinking and innovative thinking to relieve themselves, for instance, by setting up an Energy Trading Learning Community with a team from Banpu Academy to encourage knowledge and experience sharing among employees. They also upskilled themselves in negotiation skills and effective project and vendor management to increase agility and ability to thrive sustainably in alignment with the Company’s business direction. The Company has also promoted employees to become digital-savvy by organizing the Data-Driven Citizen Program, enabling employees to utilize data insight to drive the organization in the midst of a technologized environment to create benefits for the Company and to add value for customers. Employees are provided a creative space


Banpu Power Public Company Limited 173 to experiment with their project ideas with help from a learning community that provides support and share experience, as well as unlimitedly transfer knowledge and data analysis techniques. As employees are the center of learning, they can choose their own learning styles to effectively gain diverse skills. The Company promoted agile working by creating an “UnBox iDeas” space where employees could share what they learned and experiment with their ideas by thinking boldly, experimenting freely, and learning from mistakes. The Company has continuously facilitated employees to develop their skills and innovative thinking by encouraging them to propose creative projects for the Banpu Global Innovation Awards 2023, thus creating an Innovation Community. This community has been created through cross-country and cross-functional collaboration and information sharing, aiming to leverage lessons learned from practice, transforming them into short and long-term innovations intrinsic to the organization to drive the growth and sustainability of BPP’s innovation development. UnBox iDeas The activity promoted employees to practice agile working, dare to think and experiment, and learn from mistakes while getting feedback from mentors and experts from various fields. Banpu Global Innovation Awards 2023 innovators from all Banpu Group’s host countries to present their projects and share information through cross-country andcross-functional collaboration.


174 Annual Report 2023 (Form 56-1 One Report) 1.2 Continuous Succession Planning and High Potential Management One of the Company’s workforce planning and management strategies to achieve fast and agile working is Succession Planning and High Potential Management to mobilize sustainable business operations in response to BPP’s rapid business expansion. In 2023, the Company and the Succession Plan Committee continued to select, review, and constantly monitored the development of potential successors for senior executive roles. Each successor is expected to have an Individual Development Program (IDP). The Company also recruited new employees and executives to enhance the succession plan for all countries, which is subject to monitoring and assessment to ensure that the succession plan is aligned with the corporate strategy. To facilitate future growth and global business expansion, in 2023, BPP emphasized the Leadership Pipeline Development project to improve the readiness of mid-level and higher executives and equip them with capabilities to manage people and operations so that they can fill future leadership roles. A wide range of programs initiated are as follows: • Banpu International Business Leader Program (IBLP) is a leadership development program for executives in all countries, aims to develop and prepare leaders with a focus on action learning. In addition, all program participants are assigned mentors from senior management within the organization to encourage their readiness to advance in key positions. • Banpu Business Leaders Development Program aims to improve the readiness of executives in each country for people management, operations management, and their future leadership roles. Participants are required to go through a systematic selection procedure, where the leadership capabilities and leadership characteristics are assessed in order to identify strengths and areas for development. A personalized learning program is also conducted to prepare each of them for the future leadership role. In addition, the Company empowers high-potential candidates with business knowledge, analytical thinking skills, and management skills through a wide range of development activities, such as cross-functional and cross-country working as well as job rotation, and monitors their progress against the personalized learning programs on a quarterly basis. 2. Strong Corporate Culture, Comprising “Passionate, Innovative, and Committed” “Which Unites All Banpu People toward “One Banpu, One Goal” The core principle of BPP’s human resource management is to continually build a strong corporate culture to leverage Banpu group’s power of diversity in creating innovations and sustainable business growth. “Banpu Heart” is the corporate culture all Banpu group’s and BPP’s executives and employees have always upheld in all areas of operation. “Banpu Heart” consists of three shared values: Passionate, Innovative, and Committed.


Banpu Power Public Company Limited 175 BPP has put “Banpu Heart” at the heart of all operations and all processes involved by employees in each host country, such as recruitment of new employees, orientation, performance evaluation, job promotion, and an annual survey on corporate culture and employee engagement. Also, the Company has organized various activities to encourage employees to understand and apply the “10 Key Behaviors” in everyday work and use these behaviors to drive Banpu group’s and BPP’s business goals. In 2023, the Company redesigned its activities to accommodate its portfolio diversification by reinforcing a sense of ownership and facilitating employees of different age groups from different countries to create diverse activities. The goal is to encourage employees to design and convey corporate culture in a way that suits their context. There was a project to promote learning, mutual understanding, and corporate culture through employees’ life stories in The Stories of Banpu People project: Voices of Dedication documentary film project. It featured stories of work, lives, and experiences of Banpu people in all host countries, allowing all employees to know more about each other and align “10 Key Behaviors of Banpu Heart” with the Banpu Group’s business goals through the exchange of perspectives to ensure a common understanding of the corporate culture. There were creative activities in which employees could practice and link corporate values with their personal values in order to foster understanding and agile working. The activities held are as follows: • The “40 Years and Our Way Forward to Power a Better Life for All” event celebrated Banpu’s 40th anniversary and evolution into a “leading international versatile energy provider.” It aimed to engage employees across countries and nationalities, highlighting the Company’s direction and the importance of collective effort in achieving its Greener & Smarter strategic goals for sustainable growth over the next decade. • The Brand Talk featured knowledge-sharing and inspirational talk sessions for employees, inviting resource persons from outside the Company to discuss topics that align with current trends and the Company’s direction. The activity has been organized for ten consecutive years. In 2023, employees had an opportunity to participate in the “Brand Talk: Express to Success” on the topic of “Navigating Change Through Entrepreneurial Lens” by Mr. Ruangroj Poonpol, Group Chairman of KASIKORN Business-Technology Group, who shared his ideas about Entrepreneurship enhancement to BPP’s employees. • Reinforcement of Banpu Change Leaders (BCLs), a group of employees who volunteer to drive corporate culture by elevating the BCLs network to become a complete Global Ecosystem. Such activities included Banpu Heart and Local Community in China, Banpu Heart SPORT CUP in Indonesia, and the 4-Decade Level Up activity in Thailand. • The Transcend Your Limit activity reinforced the belief that “every employee has unlimited potential.” It encouraged employees to step outside their comfort zones, embrace the power of action, experiment boldly, and learn from setbacks. • The Boost Me Up Series promoted employees’ sustainable quality of life in all life areas, such as mindfulness, health, and financial literacies, addressing their needs while helping them resonate positive energy into society. Recruitment Orientation Capacity Building Performance Assessment Design “Culture-Fit Assessment” to screen appropriate candidates Organize new employee orientation on “Banpu Heart” corporate culture via mobile apps Strenthen corporate culture through various activities adaptable to changing situations Integrate “Banpu Heart” as part of performance Assessment


176 Annual Report 2023 (Form 56-1 One Report) “40 Years and Our Way Forward to Power the Better Living for All” Brand Talk: Express to Success Transcend Your Limit Boost Me Up Series Boost Me Up Series


Banpu Power Public Company Limited 177 Banpu Power PLC 2022 Banpu Heart Score: Banpu Power 87% 84% 1% 79% = 6 93% 86% 6% Number of Participants 100% Completed 30 Invited 30 BPP has been committed to developing a corporate culture in alignment with Banpu Group’s business units in all host countries, leading to strengthened Banpu ecosystems powered by “people” and corporate culture. In 2023, BPP conducted a survey on the corporate culture “Banpu Heart” to measure the levels of employee engagement and alignment of employee behaviors with the corporate culture in order to accurately reflect “Banpu Heart,” as employees are considered one of the 3. Agility-Oriented Organizational Structure BPP regularly reviews and reorganizes its organizational structure to strengthen its business activities in collaboration with Banpu group. In 2023, the Company appointed the Executive Committee to drive and support the expansion of diverse businesses, as well as leveraging Banpu’s business ecosystem for strong and sustainable growth along the strategic plans of all host countries. Organizational transformation to align with business strategy allows BPP to become more agile in the competitive environment of each country. It helps strengthen the management and synergies among power businesses in different countries and accommodate Banpu group’s businesses in the long run. key internal customers or stakeholders of the Company. The 2023 survey results indicate that the average alignment of employee behavior with Banpu Heart was 87%, while the average level of employee engagement was 57%. These figures demonstrate the Company’s commitment to fostering a strong corporate culture and actively listening to employees to maintain satisfactory levels of engagement.


178 Annual Report 2023 (Form 56-1 One Report) Other Significant Information Head of the Internal Audit Department The Audit Committee appointed Ms. Nachanok Triratwaroon as Head of Internal Audit and Secretary of the Audit Committee, effective from 4 July 2022, to supervise the Company’s internal audit unit. For further biographical details and qualifications of the Head of Internal Audit, please visit the Company’s website by scanning the QR Code or clicking on the icon Click here Investor Relations The Investor Relations Department discloses information through the Company’s website: https://www.banpupower. com/investor-relations/ to ensure inclusive and equitable access to information for all stakeholders. Interested parties may contact or make inquiries to the Company’s Investor Relations by phone: +66 2007 6000, or by Email: [email protected] The Appointed Person to Directly Supervise Accounting Mr. Teerapat Wongraveekul, the Chief Financial Officer, has been appointed as the person directly supervising the accounting of the Company. For further details and qualifications of the Chief Financial Officer, please visit the Company’s website by scanning the QR Code or clicking on the icon Click here. Company Secretary The Board of Directors has appointed Ms. Thassanee Passarapark as Company Secretary, effective from 1 January 2019, whose duties and responsibilities are as stipulated in the Securities and Exchange Act B.E. 2535 Amendment No.5 B.E. 2559. The Company Secretary is responsible for organizing the Board of Directors’ meetings and shareholders’ meeting, ensuring compliance with the meetings’ resolutions, and advising the Board on rules and regulations with which it must comply. Additionally, the Company Secretary prepares and keeps the register of directors, Board meeting invitation letters, Board meeting minutes and BPP’s annual reports, invitation letters to attend the shareholders’ meeting and records of its minutes, the report on conflict of interest by directors or executive officers and performs other duties as prescribed by the Office of the Securities and Exchange Commission, the Capital Market Supervisory Board, and the Stock Exchange of Thailand. For further biographical details and qualifications of the Company Secretary, please visit the Company’s website by scanning the QR Code or clicking on the icon Click here. Scan QR Code or Scan QR Code or Scan QR Code or


Banpu Power Public Company Limited 179 Auditors The Audit Committee considered the selection of auditors from PricewaterhouseCoopers ABAS Ltd. (PwC) based on BPP’s evaluation criteria, including their independence, quality, and standard of operation, and auditors’ qualifications in line with the Stock Exchange of Thailand’s regulations. The Audit Committee proposed the following individuals as auditors for the annual accounting period for the year ended 31 December 2023: 1. Ms. Amornrat Permpoonwattanasuk, CPA, License No. 4599; and/or The person signing the Company’s financial statements, and/or 2. Ms. Rodjanart Banyatananusard, CPA, License No. 8435; 3. Mr. Pongthavee Ratanakoses, CPA, License No. 7795; and/or 4. Mr. Boonrueng Lerdwiseswit, CPA License No. 6552 Use of Auditors Unconnected with the Company’s Auditors In accordance with Clause 18 (6)(b) of the Notification of Capital Market Supervisory Board TorChor.28/2551, Application for and Approval of Offer for Sale of Newly Issued Shares, the financial budget of subsidiaries and affiliate companies must be audited and reviewed by (1) BPP’s auditors except that such auditors cannot perform auditing in accordance with the laws and regulations in the countries where such company is located, or (2) the local auditors from the audit office that belongs to the same network as the audit office of BPP’s auditors. Both audit offices must be full members of the particular network. In this regard, the Company places importance on specifying auditors from the same audit firm to review and audit the Company and its subsidiaries’ financial statements. In the event that an auditor from a different audit firm is required, the Board will pay attention and monitor the preparation of the financial statements to ensure compliance with relevant laws and regulations in a timely manner. Audit Fees 1. Audit Fees In 2023, Banpu Power paid audit fees in the total amount of THB 1,890,000 to PricewaterhouseCoopers ABAS Limited (PwC) for auditing the Company’s and its subsidiaries’ accounts and consolidated financial statements. In accordance with the standards of information disclosure about persons and enterprises connected with the auditors and the auditing office, it is clarified that those persons and enterprises have no connection with the Company and subsidiaries. 2. Non-Audit Fees In 2023, BPP paid non-audit fees in the total amount of THB 121,973 to PricewaterhouseCoopers ABAS Limited (PwC). This excluded out-of-pocket expenses, such as domestic travel expenses, telephone bills, postage and stamp charges, and copy service fees, which shall not exceed 5% of the total audit fees.


180 Annual Report 2023 (Form 56-1 One Report) In 2023, the Board of Directors played a pivotal role in establishing policies and strategies to enhance competitiveness, cultivate the corporate culture and values, and increase the effectiveness and sufficiency of the internal control and risk management system. The Board also provided beneficial suggestions for business development as follows: 1. The Board considered and approved the establishment of the Environment, Social and Corporate Governance (ESG) Committee as a new BPP’s sub-committee to strengthen the oversight of environmental, social, and governance matters. 2. The Board reviewed the Corporate Governance Policy and Code of Conduct Handbook and defined the duties and responsibilities of the ESG Committee by incorporating environmental, social, and governance issues to enhance sustainability governance. 3. The Board reviewed policies related to sustainability management to ensure alignment with current standards and best practices for international sustainability performance assessment. The Board of Directors’ meeting approved the revision of two ESG-related policies and practices as follows: 1) Environmental Policy 2) Human Rights Policy 4. The Board considered key issues in the Company’s Materiality Assessment, including compliance with the expanded scope of operations, ESG risks, and emerging trends. In addition, the Board acknowledged the report on assessment, monitoring, and review of operating and ESG risks, as well as the integration of ESG risk issues into the Company’s risk management system. 5. The Board established Key Performance Indicators (KPIs) for the Chief Executive Officer, which include financial and Environmental, Social, and Governance (ESG) indicators, with ESG indicators accounting for 35% of the total KPIs. 6. The Board reviewed the Board composition, diversity policy, and qualifications of directors in terms of independence, knowledge and competency, skills and experience, specialized qualifications, gender, race, and age to ensure that it is appropriate and beneficial to the Company’s current and future business operations. Nomination, Development, and Performance Evaluation of the Board of Directors Nomination, development, and evaluation of the Board of Directors are of utmost importance because the Board has a critical role in establishing strategies and business direction to achieve sustainable growth. The Company has disclosed information and details about the criteria and process of “Nomination and Appointment of Directors, Sub-Committee Members, Chief Executive Officer, and Senior Executives” on page 136, “Performance Evaluation of the Board of Directors” on page 139, and “Capacity Development of Directors and Senior Executives” on page 140 Meeting Attendance The Board of Directors convenes at least once a month, with meeting dates scheduled in advance for the whole year. Any additional meetings may be held if necessary. At the meeting, there are clear meeting agenda items. A complete set of supporting documents is sent to the Board of Directors at least seven days in advance of the meeting to allow the Board an opportunity to properly review the agenda before the meeting. During the meeting, all directors may openly voice their opinions. The Chairman of the Board must summarize views and board resolutions. If any director has a conflict of interest in a matter being considered by the Board, the director is not eligible to cast a vote. In addition, the Company allows the meetings to be held via electronic means in compliance with the standards for maintaining e-meeting security prescribed by regulatory agencies. Corporate Governance Performance Summary of the Board Performance in 2023


Banpu Power Public Company Limited 181 Minutes of all the meetings are recorded in written form and, after approval, are signed by the Chairman of the Board and the Company Secretary. Records of the meetings are kept as hard copies and scanned electronic files to facilitate quick reference for directors or related persons. These also include other documents attached to a particular agenda. All are kept secure for reference for at least five years with a safeguard system to prevent any alteration and other risks of catastrophe. Meeting attendance of the Board of Directors in 2023 can be found on page 165. Remuneration of the Board Directors The Board of Directors has delegated the Compensation Committee to review the remuneration structure and system and the appropriate remuneration for the Company’s directors and senior management. It is prescribed as a policy that remuneration must be appropriate to roles, duties, and responsibilities and competitive in the job market and business. Executive remuneration is determined based on individual performance to be an incentive for effective performance. The remuneration of the Board of Directors consists of monthly compensation and meeting allowance paid for each meeting attendance. Annual remuneration will be linked to the dividend paid out to shareholders, and the payment of the Board of Directors’ remuneration must be approved by the shareholders’ meeting. Details on the remuneration of the Board of Directors can be found on page 167. Corporate Governance of Subsidiaries and Affiliated Companies The Company has established a policy for governance and management of subsidiaries and affiliates (“Corporate Governance Policy for Subsidiaries”) and Delegation of Authorities (DOA) to oversee the management and protect the benefits of the Company’s investment. To comply with laws and regulations on securities and securities exchange, and notifications, rules, orders, and regulations of the Office of the Securities and Exchange Commission (SEC), the Capital Market Supervisory Board, and the Stock Exchange of Thailand (SET), the Board of Directors of Banpu Power Public Company Limited (BPP) considered and approved the Corporate Governance Policy for the Company, its subsidiaries, and affiliated companies. The policy requires BPP, its subsidiaries, and its affiliated companies to comply with rules stipulated by the Capital Market Supervisory Board, the SEC, related rules, notifications, orders, and the SET’s regulations. These include the Notification of the Capital Market Supervisory Board No. TorChor. 28/2551 Re: Application for Approval and Granting of Approval for Offering of Newly Issued Shares (Codified), the Notification of the Capital Market Supervisory Board No.TorChor. 21/2551 Re: Rules on Connected Transactions and the Securities and Exchange Commission’s notification Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 and the related notification (Codified) (“Re: Rules on Connected Transactions”) and the Notification of the Capital Market Supervisory Board No.TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets, and the SEC’s Notification Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 and the related notification (Codified) (“Re: Rules onAcquisition or Disposal of Assets”). “Subsidiary” and “affiliated company” herein refer to any subsidiary or affiliated company that engages in business as stipulated in Article 18/1, with the total value in compliance with Article 18(2) of the Notification of the Capital Market Supervisory Board No. TorChor. 28/2551 Re: Application for Approvaland Granting of Approval for Offering of Newly Issued Shares (Codified) and the Notification of the Securities and Exchange Commission No. KorChor. 17/2551 Re: Determination of Definitions in Notifications relating to Issuance and Offer for Sale of Securities (Codified). In 2023, there were no violations of the Company’s conflict of interest policy.


182 Annual Report 2023 (Form 56-1 One Report) Internal Control Policy and Central Management Policy The Board of Directors and the Management allow the Global Internal Audit and Compliance Department to act independently and report internal audit findings directly to the Audit Committee. The Department is also required to report on the progress of internal audits to the Board of Directors on a quarterly basis. Management within each subsidiary is determined based on the Company’s investment equity. The Board of Directors has a duty to appoint an executive to serve as a director in each subsidiary to ensure alignment of the business direction with the Company’s policies and strategies. Director selection criteria are knowledge, capabilities relevant to the subsidiary’s business, work location (in case of an overseas subsidiary), health conditions, and readiness of the director. The list of directors in each subsidiary is subject to review at least once a year. Budget Policy Investment budget preparation and implementation have to comply with the budget regulations of each subsidiary and be consistent with BPP’s budget rules. Budget preparation and review must be completed within the deadline, and the corresponding information must be submitted according to the Company’s standard operation. The project investments, which cost more than THB 1,500 million and exceed the approved budget by 15%, shall be approved by the Board of Directors. Corporate Governance and Compliance Monitoring Reporting of Interests of Directors and Executives In compliance with Section 89/1/4 of the Securities and Exchange Act (No. 4) B.E. 2551 and Capital Market Supervisory Board Notice No. TorJor.2/2552 RE: Report on the Interest of Directors, Executives, and Related Persons, the Board of Directors will report the amount to shares of Banpu Power Public Company Limited held by themselves, their spouses and minor children to the Board of Directors’ meeting on a monthly basis. As of 31 December 2023, the shareholdings of the Board of Directors and the Management are illustrated in the table on page 170. Anti-Corruption BPP adheres to the principles of good corporate governance in its management, focusing on transparency, integrity, and ethics. It also underlines effective operations as well as responsibilities to society, the environment, and all stakeholders. A dedicated department in the organization was established and entrusted with a clear mission to supervise and monitor business operations to ensure compliance with laws and corporate governance principles. The Company formulated the Anti-Corruption Policy to combat corruption. The policy is under the supervision of the Corporate Governance and Nomination Committee and the Corporate Governance Division. The Company communicates the policy to employees through orientations of new employees and other activities. Complaints submitted via all complaint channels are gathered and reported to the Corporate Governance and Nomination Committee as well as related departments for further action. The Company also established the Whistleblower Policy to protect whistleblowers and encourage whistleblowing against wrongdoings toward the Company and other stakeholders. Complaint issues are brought to the Corporate Fraud Management Committee and subsequently submitted to senior management for consideration. In 2018, the Company formulated practices based on the Anti-Corruption Policy regarding accepting and offering of gifts, hospitality, or other similar forms of reward. The Practices for the Board of Directors of Banpu Power Public Company Limited B.E. 2558 was amended by adding anti-corruption measures to the duties and responsibilities of the Board of Directors. The Company expressed its intention to join the Thai Private Sector Collective Action Against Corruption (CAC) in 2018 and applied for the certification to be a CAC member. It was certified as a CAC member in 2019 for a period of three years. In Q4/2022, its membership certificate was renewed for the second term, with a validity period of three years, after the first certification.


Banpu Power Public Company Limited 183 In 2019, Banpu group developed a Supplier Code of Conduct for all companies to implement and comply with. It is regarded as a fundamental practice for the Company’s suppliers in operating business with adherence to environmental, social, and governance, as well as respect for human rights, pursuant to the Sustainable Supply Chain Policy. The Company established the Corporate Compliance Department to manage risks from operations that may infringe rules and regulations and to oversee legal compliance of all business units’ operations based on their activities, which are made into regulatory compliance checklists. The Corporate Compliance Department will review the checklists and prepare a compliant report semi-annually. All business units must keep up with legal and regulatory changes. In 2023, the Company organized training and communicated to employees about the Anti-Corruption Policy and practices as well as other related policies, such as the Corporate Governance Policy and the Code of Conduct, the Standard Practice Manual for Accepting and Offering of Gifts, Hospitality, or Other Similar Forms of Reward. Employees can access the policies via internal communication channels and the Company’s website. Last year, the Company sent a letter requesting cooperation in refraining from giving gifts to directors, executives, and employees. Risk Management The Company has entrusted the Risk Management Unit with the responsibility of conducting risk assessments, covering operational and construction risks, strategic risks, financial risks, and compliance risks. The department is also responsible for incorporating ESG risks into the corporate risk management system, monitoring emerging risk issues, and preparing preventive measures and solutions, as well as reviewing the risks once a quarter. Moreover, it reviews these risks and reports the results to the Risk Management Committee, the Audit Committee, and the Board of Directors on a regular basis. Apart from that, the Company conducted a corruption risk assessment in 2023 and devised a list of mitigative measures covering risks across all business operations in every country where BPP invests, including subsidiaries and joint ventures. This report was submitted to the Risk Management Committee. In 2023, the Risk Management Committee convened four meetings with full attendance and all agenda items were covered. For further information on the Risk Management Committee Charter, please visit the Company’s website by scanning the QR Code or clicking Click Here icon. Scan QR Code or Internal Information Usage Control In 2023, there were no reports of insider trading violations or non-compliance with the Stock Exchange of Thailand’s and the Securities and Exchange Commission’s rules and regulations regarding securities exchange. Additionally, the Board of Directors and executives disclosed their holdings of the Company’s securities upon appointment and reported any changes in these holdings, including those of their spouses, minor children, and connected persons, to the Board of Directors for acknowledgment. Whistleblowing and Corporate Governance Complaint Handling The Company has created a communication channel and procedures for complaint handling, covering all groups of stakeholders, via the Company’s website under the Corporate Governance section. Complaints can be submitted to the Chairman of the Corporate Governance and Nomination Committee at [email protected] and/or the Secretary of the Corporate Governance and Nomination Committee at [email protected]. The Committee Secretary, who is a responsible person for complaint handling, will quarterly report the complaints to the Corporate Governance and Nomination Committee and annually submit a summary report to the Board of directors. In 2023, there were no significant complaints regarding Corporate Governance from stakeholders. Roles of Stakeholders can be found on page 144.


184 Annual Report 2023 (Form 56-1 One Report) Report of the Audit Committee 2023 The Audit Committee of Banpu Power Public Company Limited consists of four independent directors who are competent and have relevant experience in finance and accounting, economics, risk management, engineering, chemical science, and energy business as follows: 1. Mr. Yokporn Tantisawetrat Chairman of the Audit Committee 2. Assoc. Prof. Naris Chaiyasoot Member of the Audit Committee 3. Prof. Dr. Bundhit Eua-arporn Member of the Audit Committee 4. Prof. Dr. Patchanita Thamyongkit Member of the Audit Committee Ms. Nachanok Trairatwaroon serves as the Head of Internal Audit and the Secretary of the Audit Committee. The Audit Committee is fully aware of its duties and responsibilities stipulated in the Audit Committee Charter as well as other duties entrusted by the Board of Directors. In 2023, the Audit Committee reviewed the Audit Committee Charter to align with the Securities and Exchange Commission (SEC) circulars on the duties, responsibilities, and best practices of the Audit Committee to prevent misconduct of listed companies. The Audit Committee has prudently and independently performed its duties under its charter, ensuring equal benefit for all stakeholders and focusing on sustainable value creation for the organization. In 2023, the Audit Committee convened ten times with full attendance of committee members and the participation of the management, Internal Audit, and external auditors on the related agenda. The Audit Committee also held a private meeting with the external auditors without the presence of the management. The results of the Audit Committee meetings were quarterly reported to the Board of Directors. The Audit Committee’s main activities can be summarized as follows: 1. Review of Financial Statements: The Audit Committee reviewed BPP’s quarterly financial statements and the 2023 annual financial statements on major issues, including related party transactions, transactions with a possible conflict of interest, and the appropriateness of accounting policies. The Committee also reviewed material accounts, significant changes in accounting and adjustment, accounting estimates, the disclosure of notes to the financial statements, and the external auditor’s observations from the review and audit of the financial statements. The Audit Committee received sufficient explications from external auditors, management, and related parties and ensured that the financial statements were prepared in compliance with laws and financial reporting standards. The disclosure of notes to the financial statements was accurate, sufficient, and timely for the benefit of investors and users of the financial statements. 2. Review of Internal Control and Internal Audit: The Audit Committee reviewed the internal control system together with the Internal Audit Unit in the areas of operations, resource utilization, asset care, prevention or reduction of mistakes, damages, and corruption, reliability of financial reports, compliance with laws, regulations, and rules, improvement of the corporate governance process, risk management, internal control, and oversight of compliance with relevant regulations. The Company encouraged improvements in governance processes, risk management, internal controls, and regulatory compliance. Moreover, it supports the management in overseeing IT governance and cybersecurity. The Committee prioritized employee awareness-raising to promote adherence to prudent and cautious internal control practices. The Committee also reviewed the overall internal control system by considering the results of self-evaluation based on the Self-Evaluation Form developed by the Office of the Securities and Exchange Commission (SEC). Overall, the Audit Committee concluded that BPP had an adequate, appropriate, and effective internal control system that encompasses both the corporate and activity levels.


Banpu Power Public Company Limited 185 The Audit Committee oversaw the Internal Audit Unit’s activities, including approving the annual audit plan and budget and evaluating the Head of Internal Audit’s performance. Moreover, the Committee advised and supervised internal audits and the performance of the internal audit service provider (Banpu Public Company Limited, according to the Management Service Agreement) in accordance with the audit plan, focusing on preventive audit measures and monitoring prompt corrective action for significant issues. Internal audit and follow-up results were regularly reported to the management. It is also reported to the Audit Committee on a quarterly basis. In 2023, following the COVID-19 pandemic, the Internal Audit Unit utilized both “Onsite Audit” and “Remote Audit” methods, aided by data analytics and various digital technologies to enhance audit efficiency and support business operations amidst rapid changes while also safeguarding and adding sustainable value to the business. 3. Review of Legal and Regulatory Compliance: The Audit Committee reviewed the legal and regulatory compliance of BPP’s business operations and policies. The Corporate Compliance Department is responsible for auditing and monitoring legal and regulatory compliance, and it regularly reports compliance issues and monitoring results to the management and the Audit Committee. In addition, the Company reported risk management and internal audit results covering key compliance risks. The Company utilized the Compliance in-Hand application to oversee the compliance risk of the Company and its subsidiaries in each country via an online system. Additionally, the Laws in-Hand application was used to keep track of recent laws and regulatory updates in all the countries where BPP operates. 4. Review of Related Party Transactions: The Audit Committee reviewed related party transactions or transactions that may cause conflicts of interest between the Company, its subsidiaries, and other related parties. The Committee used the related party transactions policy as a guideline for the review and treated these transactions as transactions on an arm’s length basis. This is to ensure that the transactions were carried out under fair conditions for the sake of the Company’s and stakeholders’ benefits and did not involve any transfer of interest. The transactions must also be fair and reasonable in compliance with the laws and regulations of the Stock Exchange of Thailand (SET) and the Office of the Securities and Exchange Commission (SEC). 5. Governance of Risk Management System: The Audit Committee reviewed the efficiency and effectiveness of the risk management process and monitored key risks that may have posed threats to the Company’s business operations. This includes risk management in Cybersecurity and other information technology-related risks in the overview of the organization. The Audit Committee also quarterly monitored the progress of the management of key risks and changing situations which affected the operations. The Audit Committee has established mitigation measures, emphasizing systematic and sustainable management, to timely respond to rapidly changing business scenarios and trends. There is a clearly written policy on risk management as stipulated in the Risk Management Policy and the Charter of Risk Management Committee, which was approved by the Board of Directors. The Committee convenes regular meetings to assess risks. The Risk Management Policy has been communicated to all units of BPP, including its subsidiaries and joint ventures, to enable efficient management and mitigation of risks across the organization. 6. The Appointment of the External Auditor and Determination of the Audit Fee for 2024: The Audit Committee considered the selection of external auditors based on BPP’s evaluation criteria, which included independence, timeliness, quality, professional standards, and reasonable audit fees. The qualifications of the selected external auditors met the requirements of the Stock Exchange of Thailand. For 2024, the Audit Committee proposed the appointment of auditors to the Board of Directors for consideration and submission to the 2024 Annual General Meeting of Shareholders for approval. The following individuals were nominated: 1) Ms. Amornrat Permpoonwattanasuk, CPA, License No. 4599; and/or 2) Ms. Rodjanart Banyatananusard, CPA, License No. 8435; and/or 3) Mr. Pongthavee Ratanakoses, CPA, License No. 7795; and/or 4) Mr. Boonrueng Lerdwiseswit, CPA License No. 6552.


186 Annual Report 2023 (Form 56-1 One Report) These CPAs of PricewaterhouseCoopers ABAS Ltd. (PwC) were appointed as the external auditors of BPP for 2024. The total audit fee for 2024 was approved at THB 1,990,000. One of the individuals on this list shall conduct an audit and express an opinion on BPP’s financial statements on behalf of PricewaterhouseCoopers ABAS Limited (PwC). In case these appointed auditors are unable to perform their duties, PricewaterhouseCoopers ABAS Limited (PwC) shall appoint other of its CPAs as the external auditors of BPP. In summary, in 2023, the Audit Committee independently performed its duties and responsibilities set forth in the Audit Committee Charter based on their knowledge, capabilities, and prudent consideration for the equitable benefit of the stakeholders. The Audit Committee is certain that BPP’s financial statements were completed and prepared in accordance with generally accepted accounting standards and principles and that there was sufficient disclosure of information. BPP’s business conduct adhered to a sound corporate governance policy, and the Company maintained an effective risk management system, as well as adequate and effective internal control and internal audit systems. Furthermore, BPP complied with all relevant laws and regulations governing its business operations. On behalf of the Audit Committee Mr. Yokporn Tantisawetrat Chairman of the Audit Committee Banpu Power Public Company Limited


Banpu Power Public Company Limited 187 Report of the Compensation Committee 2023 The Compensation Committee of Banpu Power Public Company Limited consists of four members: two are independent directors, one is a non-executive director and an executive director. All members possess knowledge, competence, skills, and experience both in Thailand and internationally, thus being trusted and appointed by the Board of Directors. The Compensation Committee consists of Prof. Dr. Bundhit Eua-arporn, Chairman of the Compensation Committee, and three other members, Mr. Metee Auapinyakul, Mr. Kijja Sripatthangkura, and Mrs. Somruedee Chaimongkol. According to the Compensation Committee Charter B.E. 2558 of Banpu Power Public Company Limited, the Compensation Committee has major duties as follows: 1) To recommend compensation guidelines, payment methods, and other benefits to the Board of Directors and Sub-Committees appointed by the Board of Directors 2) To consider and recommend the amounts of compensation and other benefits by taking into consideration the duties and responsibilities of the Chief Executive Officer and by reviewing evaluation criteria to determine the right total annual remuneration package 3) To review a compensation structure, compensation rules, and regulations according to 1) and 2) to suit the person’s duties and responsibilities, the Company’s operating results and marketing environments 4) To review the overall salary increase budget, annual bonus payments, and provisions of other fringe benefits for employees 5) To review and propose recommendations to amend the scope of work, duties, and responsibilities of the Compensation Committee to respond to changing circumstances 6) To compile a performance report to be submitted to the Board of Directors at least once a year In 2023, the Compensation Committee convened four meetings covering all agenda items presented by the Secretary of the Compensation Committee. After consideration, the Committee provided suggestions to the Board of Directors for further consideration and approval. Items from the past year’s meeting can be summarized as follows: Compensation and Other Benefits The Compensation Committee considered and proposed compensation for the Board of Directors, Sub-Committees, Chief Executive Officer, and all employees of every country based on their respective duties, responsibilities, performances in the previous year, the Company’s performance, key economic information, and compensation surveys of leading companies in Thailand and abroad. The Secretary of the Committee presented relevant information to support the deliberations of the Compensation Committee. Considerations and recommendations on compensation were made thoroughly, carefully, and transparently. The compensation can provide motivation and incentive for individuals to perform duties to the best of their abilities to create benefits and added value for the Company and shareholders for years to come. In 2023, the Compensation Committee considered various factors, namely the results of the survey on the compensation of the directors of Thai listed companies on the Stock Exchange of Thailand, the current economic situation, the Company’s performance in the past year, the increased duties and responsibilities of the Board of Directors and Sub-Committees due to business expansion, and the commitment and ability to effectively manage the Company’s affairs throughout the year. Therefore, the Compensation Committee proposed an increase in compensation for the Board of Directors and the three sub-committees, namely the Audit Committee, the Compensation Committee, and the Corporate Governance and Nomination Committee. The compensation was increased from 2022 at a rate of 10% in both retainer fees and attendance fees, effective from the date following the 2023 AGM onward.


188 Annual Report 2023 (Form 56-1 One Report) Consideration of Compensation and Other Benefits for the ESG Committee In March 2023, the Company established the ESG Committee, comprising independent directors with expertise in various fields. The ESG Committee plays a crucial role in assisting the Board of Directors in overseeing ESG-related operations, including occupational health and safety, climate change impacts, human rights, community engagement, and social responsibility. The proposed remuneration for the ESG Committee is under consideration to be set at the same rate as that of the Compensation Committee and the Corporate Governance and Nomination Committee. Business Directions of BPP The Compensation Committee participated in determining the Company’s business operations to achieve fruitful results. In 2023, the Committee considered and provided suggestions on the Chief Executive Officer’s key performance indicators, which appropriately reflected the Company’s short- and long-term operational directions in line with Environmental, Social, and Governance (ESG) principles and could be put into practice for the benefit of internal and external stakeholders. Furthermore, the Committee considered the Chief Executive Officer’s performance in both the first and second halves of 2023 and provided recommendations to the Board of Directors on this matter. Improvement of Work Process In the past year, the Compensation Committee adjusted the deliberation period of annual salary increases and bonus payments for employees to be completed within 2023. The deliberation period of the Chief Executive Officer’s compensation was similarly adjusted. The adjustments positively impacted employees’ morale and motivated them to their full potential in the upcoming year. Collaborative Work with Employees and the Management In performing its duties, the Compensation Committee regularly invited relevant management to attend the meetings on related agenda items to provide information and detailed explanations to support its decision-making. This practice improved the accuracy, precision, and timeliness of decision-making while fostering a positive relationship between the Compensation Committee and the Company’s management, promoting a streamlined workflow for both parties. Apart from that, the Compensation Committee evaluated its performance in the past year regarding qualifications, duties, and responsibilities and reported the results, along with evaluations of other Sub-Committees to the Board of Directors semi-annually. In conclusion, the Compensation Committee, in 2023, fully performed its duties and responsibilities set forth in the Compensation Committee Charter B.E. 2558 of Banpu Public Company Limited and as entrusted by the Board of Directors. The Committee regularly contributed positive opinions and suggestions to the management, the Board of Directors, and stakeholders. On behalf of the Compensation Committee Prof. Dr. Bundhit Eua-arporn Chairman of the Compensation Committee Banpu Power Public Company Limited


Banpu Power Public Company Limited 189 Report of the Corporate Governance and Nomination Committee 2023 The Corporate Governance and Nomination Committee consists of Assoc. Prof. Naris Chaiyasoot, Prof. Dr. Patchanita Thamyongkit, and Mr. Chanin Vongkusolkit. The Committee independently performs duties entrusted by the Board of Directors, in compliance with principles and the Charter of Corporate Governance and Nomination Committee, as well as the good governance principles outlined in the SEC’s Corporate Governance Code for Listed Companies 2017. In 2023, the Corporate Governance and Nomination Committee convened three meetings with full attendance. The Committee summarized its performance in two main points as follows: Good Corporate Governance and Code of Conduct 1. Promotion of Corporate Governance • Preparing the 2023 annual work plan of the Corporate Governance and Nomination Committee to drive the implementation of the Corporate Governance Policy and monitor performance • Preparing the 2023 performance evaluation forms for the Board of Directors, Sub-Committees, and individual directors, then conducting an evaluation and monitoring improvements against the evaluation results • Cultivating ethical conduct by establishing “Adhere to Integrity and Ethics” as one of the corporate values and a key performance indicator for all executive officers and employees • Regularly organizing training sessions on corporate governance principles, including the introduction of the Code of Conduct as part of the new employee orientation program in all countries • Continuing the implementation of the No Gift Policy, which outlines guidelines for accepting and offering gifts, hospitality, or other similar forms of reward, and communicating the policy to directors, executives, employees, and stakeholders to promote the actual practice • Conducting a corruption risk assessment and preparing a list of mitigative measures for 2023 addressing all risks in every business in the countries where BPP has invested, including its subsidiaries and joint ventures • Enhancing employees’ knowledge and adherence to the CG Policy and Code of Conduct through the CG E-learning and E-testing systems on the “B SUCCESS” platform, BPP’s learning management system • Organizing communication activities on the topic of “CG Safeguard,” aiming to increase awareness and understanding of the Code of Conduct through the following activities: - Communicating about CG in the form of a video podcast (VDO Podcast) every Friday through a weekly news program about the Company and related businesses to raise awareness among executives and employees on good corporate governance principles. - Organizing the “CG Storytelling Contest: Every Story Needs to Be Told,” which invited colleagues to share inspiring stories about good corporate governance practices. Three stories with the highest scores were selected, and the CG division transformed them into video clips for communication with all employees. - Internal communication via interactive CG email “CG Safeguard” to disseminate information on good corporate governance practices and current CG trends - Organizing “CG Day 2023” on 17 October 2023 to promote employee engagement in and understanding of good corporate governance principles.


190 Annual Report 2023 (Form 56-1 One Report) 2 Complaint Handling In 2023, there were no significant complaints related to Corporate Governance from all stakeholders. Regarding the whistleblower channels, stakeholders can file their complaints via four channels: • Letter to the Secretary of the Corporate Governance and Nomination Committee Banpu Power Public Company Limited 26th Floor, Thanapoom Tower, 1550 New Petchburi Road, Makkasan, Ratchathewi, Bangkok 10400 • The Company’s Website • The Company’s Internal Website • Email: [email protected] and [email protected] 3 Performance Evaluation of the Board and Directors The Corporate Governance and Nomination Committee reviewed and approved the appropriateness of the approach and the evaluation forms used for the annual performance evaluation of the Board of Directors. The Board approved evaluation forms to be used for the annual performance evaluation of the full Board, Sub-Committees, and individual directors. The Corporate Governance and Nomination Committee reported the annual evaluation results to the Board of Directors’ meeting. The Board of Directors’ overall performance was rated “excellent,” with an average score of 4.94 out of 5. The Board acknowledged the evaluation results and recommendations, and directors also exchanged views in the Board of Directors’ Meeting on ways to improve their performance in the best interests of the Company. The evaluation results of the four sub-committees, namely, the Audit Committee, the Compensation Committee, the Corporate Governance and Nomination Committee, and the Environmental, Social, and Governance (ESG) Committee, revealed that their performances were rated “excellent,” with an average score of 4.89 out of 5. Each Sub-Committee submitted its annual self-evaluation report to the Board of Directors as part of its annual performance report. Additionnal, each individual director performed a self-evaluation, and the annual results indicated their performances were “excellent,” with an average score of 4.83 out of 5. The directors acknowledged the results and recommendations and found the individual performance evaluation satisfactory. They exchanged views on how to enhance their performance in the best interests of the Company. Scan QR Code or Scan QR Code or


Banpu Power Public Company Limited 191 Nomination of Directors and Monitoring of Succession Plans Nomination of directors to replace those retiring by rotation In 2023, there were three directors who retired by rotation, namely: 1) Assoc. Prof. Naris Chaiyasoot 2) Mrs. Somruedee Chaimongkol 3) Dr. Kirana Limpaphayom After assessing the qualifications and performance of the three directors retiring by rotation, the Corporate Governance and Nomination Committee proposed their names to the Board of Directors for re-election at the 2023 Annual General Meeting of Shareholders. The Company also informed minor shareholders of their right to nominate candidates for director positions from 1-30 December 2022; however, no shareholders nominated candidates for director positions. Additionally, the Corporate Governance and Nomination Committee conducted an annual review of the Board composition and the Board Skill Matrix to ensure alignment with the Company’s strategy and business direction. Succession Planning The Corporate Governance and Nomination Committee prioritizes the monitoring of succession planning for senior executives. In 2023, the Corporate Governance and Nomination Committee received progress reports on Banpu Power Public Company Limited’s senior executive succession planning with a clear, well-defined, and comprehensive succession plan for each critical position. On behalf of the Corporate Governance and Nomination Assoc. Prof. Naris Chaiyasoot Chairman of the Corporate Governance and Nomination Banpu Power Public Company Limited


192 Annual Report 2023 (Form 56-1 One Report) Report of the Environment, Social, and Governance Committee 2023 BPP established the Environmental, Social, and Governance (ESG) Committee in March 2023 to oversee ESG implementation, monitor progress against the Company’s goals, and consider key sustainability issues and stakeholder engagement. The ESG Committee comprises independent directors with knowledge and experience in ESG matters, In 2023, the Environment, Social, and Governance Committee convened three meetings with full attendance of the committee members. The Committee’s performance can be summarized as follows: 1. Consideration and Review of ESG Policies and Targets The ESG Committee reviewed the alignment of two ESG-related policies with business growth and changes as an initial screening before presenting them to the Board: 1) Environmental Policy 2) Human Rights Policy In addition, the ESG Committee provided guidance for setting ESG objectives for two gas-fired power plants in the U.S., which are the Company’s new assets, to ensure alignment with business operations, including targets for greenhouse gas emissions and energy utilization. 2. Monitoring and Oversight of ESG Performance and ESG Risk Management The ESG Committee monitors ESG performance, focusing on materiality topics against targets, as well as ESG risk management and mitigation measures to ensure that the Company can predict and respond to ESG issues promptly and appropriately. Significant ESG risks have occurred in the past year, such as climate change, new investments, cyber threats, and HR risks. 3. Monitoring and Oversight of Stakeholder Engagement The ESG Committee considered materiality assessment and stakeholder engagement process, such as employee engagement survey, stakeholder engagement survey, and meetings to disclose company information to investors, financial institutions, and the media. Over the past year, it was found that the top concerns of the stakeholders’ ESG issues were climate change-related strategies, GHG emissions, and human resource planning and development. The ESG Committee Position Experience and Expertise 1) Prof. Dr. Patchanita Thamyongkit Chairman of the ESG Committee Science, research, and energy technology 2) Mr. Yokporn Tantisawetrat Member of the ESG Committee Economics and risk management 3) Mr. Kijja Sripatthangkura Member of the ESG Committee Engineering and energy business administration


Banpu Power Public Company Limited 193 4. Collaboration between the ESG Committee and the Management The ESG Committee provided opinions and recommendations on ESG operations and established ESG goals for executives, including setting future direction, during quarterly meetings. The Chairman of the ESG Committee collaborated with the CEO to disseminate information regarding ESG operations to the press. This included presenting details on BPP’s sustainability operations in various aspects and responding to inquiries concerning strategies for climate change and environmental social management. On behalf of the Environment, Social, and Governance Committee Prof. Dr. Patchanita Thamyongkit Chairman of the Environment, Social, and Governance Committee Banpu Power Public Company Limited


194 Annual Report 2023 (Form 56-1 One Report) Internal Control Banpu Power Public Company Limited (BPP) places great importance on internal control and risk management, emphasizing sufficiency and appropriateness of internal control in all major business activities to achieve business objectives and goals toward sustainable growth. The Board of Directors and executives embrace good governance and transparency in their management and maintain a balanced organizational structure. Clear policies and procedures are in place for critical operations, and effective risk management and internal control systems have been established for major activities. Moreover, the Company has implemented secure and efficient communication and data management systems, as well as appropriate monitoring systems. The Audit Committee independently reviews and evaluates the adequacy and appropriateness of BPP’s internal control system, including the efficiency of the audit process. On 19 January 2024, the Audit Committee reviewed the internal control sufficiency evaluation form prepared by the management before submitting it to the Board of Directors for consideration. The Committee also oversees the internal control system through the operations of the Internal Audit Department and Risk Management Department, which cover BPP’s major business activities to ensure efficiency and effectiveness as well as full compliance with relevant policies, laws, and regulations. The Company ensures that all connected transactions are transparent and that financial reports and related reports are accurate and reliable, which will enable the Company to achieve its mission and strategy. At the Board of Directors’ meeting held on 26 January 2024, the Board of Directors evaluated the sufficiency of the Company’s internal control system based on the Security Exchange Commission’s (SEC) evaluation form, which was prepared by the management with reference to the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). The overall evaluation results suggested that the Company had a sufficient, appropriate, and effective internal control system as well as risk management that is in line with international standards to cover both corporate and activity levels. The results affirm that BPP is capable of achieving its predefined goals. The Company’s internal control system can be summarized according to internal control components as follows: Internal Control and Connected Transactions Control Environment The Company is committed to promoting a sound, effective, and efficient control environment to enhance the opportunity to achieve its business goals. The Company has established a clear line of command and segregation of duties for critical tasks by assigning roles and responsibilities from the Board of Directors down to the operators. The Company has adopted the Interrelationship of Management Accountability (IRMA) guidelines for clarifying the scope of work and assigning work roles between departments and countries to ensure effective coordination and communication. Key performance indicators (KPIs) and delegation of authority (DoA) are clearly defined under the approval process of the Company’s critical business transactions, which have been revised to align with the Greener & Smarter business. Monitoring System Control Environment Risk Assessment Control Activities Information System and Data Communication


Banpu Power Public Company Limited 195 The Company focuses on achieving standards in recruitment and management of human resources, which are in accordance with the corporate culture, and providing reasonable and appropriate compensation based on performance. The Company places great importance on staff capacity development to achieve effective operation; therefore, it has created individual development plans, succession plans, and job rotation programs. In 2023, the Company and the Succession Plan Committee selected the candidates, as well as consistently reviewed and monitored the development of successors for senior executives. The performance of the Individual Development Program (IDP) of each candidate was evaluated, and new employees and executives were recruited for critical positions to strengthen the Company’s operations in each country in accordance with its strategic plan to facilitate growth and global expansion. Furthermore, the Company is dedicated to ensuring that all employees understand and embody the Banpu Heart corporate culture, which is built upon three core values: Passionate, Innovative, and Committed. The Company actively promotes awareness of these values among employees and encourages them to integrate them into their work in order to drive the Company forward steadily and sustainably in line with Environmental, Social and Governance (ESG) principles. The Company underlines the integrity and transparency of business conduct and adheres to the principles of good corporate governance and the Code of Conduct. The management structure is designed to include appropriate checks and balances, and anti-corruption policies and practices are in place. The Company also provides whistleblower channels for receiving complaints or grievances of corruption. Additionally, it has developed the Standard Practice Manual for giving and accepting gifts, hospitality, or other similar forms of reward, which is consistent with the Anti-Corruption Policy. Risk Assessment The Company places a high priority on risk management and preparation for changes caused by both internal and external factors affecting its business activities at the department, business unit, and corporate levels. The Risk Management Policy was formulated in explicit written form and approved by the Board of Directors. The Risk Management Committee was set up to provide the risk management approach as well as supervise and monitor the execution to ensure its efficiency and effectiveness. The management and all employees are involved in the risk assessment and monitoring, covering risk assessment in all aspects from both internal and external factors, i.e., strategy, operation, reporting, compliance, information technology, and corruption. BPP’s subsidiaries and joint ventures are required to undergo the Anti-corruption Risk Assessment to assess the likelihood of corruption. The assessment includes the assessment of the likelihood of risks and their potential impacts. Measures and mechanisms have also been established, including goal setting, risk identification, assessment, prevention, mitigation, and monitoring, along with reporting on the outcomes. The Risk Management Team, under the supervision of Sustainable Development and Risk Management Department, is tasked with monitoring the progress of the implementation of risk mitigation plans and measures of the Company, its subsidiaries, and its joint ventures. The Risk Management Committee is responsible for developing a risk management policy and risk management approach, as well as overseeing and monitoring the overall management of key risks within the Company. The management and all employees participate in assessing and mitigating risks to keep risks at an acceptable level and closely monitor the risk situations, covering a variety of risks relating to strategy, operation, finance, compliance, information technology, corruption, and corporate reputation. Risk situations are reported to the Risk Management Committee and subsequently reviewed by the Audit Committee before being presented to the Board of Directors on a quarterly basis.


196 Annual Report 2023 (Form 56-1 One Report) The Company always prioritizes ESG-related issues while preparing a strategic plan to respond to a changing global landscape by aligning the operational framework with ESG trends. Moreover, it conducts the identification of various risks related to climate change, water management, human rights, cybersecurity, corruption, and noncompliance with the Personal Data Protection Act (PDPA). The Risk Management Committee and business units have established mitigation measures for these risks in short-term and strategic plans. Control Activities The Company operates its business under an efficient internal control system, with control measures established at both corporate and operational levels for the Company, its subsidiaries, and joint ventures through policies and procedures clearly defined in writing. These measures take into account various factors that may influence operational plans, and current control measures are evaluated to identify preventive approaches that align with the Company’s business, environment, and risks. In addition, if the control policies and procedures do not fit the current work environment, the management will adjust them to align with changing environments. The Company oversees and monitors its operations to ensure alignment with action plans, work manuals, and practices, as well as compliance with applicable laws and regulations. It maintains a clear and appropriate segregation of duties, an effective system of checks and balances, precise delegation of management authority and proper authorization, and Key Performance Indicator (KPI) linked to the Company’s goals. Furthermore, the Company safeguards its assets to prevent misuse for personal gain and has implemented an appropriate and effective information technology control system. The Company has developed an electronic work system and workflow system to prevent mistakes and negligence of important duties. Additionally, the Company has established a clear policy on related parties’ transactions, considering them on a similar basis to an at arm’s length transaction. Thus, related party transactions shall be done under fair pricing and conditions, which do not lead to the benefit transfer, in the best interests of the Company and stakeholders. The Company has a database system to store information about major shareholders, directors, executives, and their connected persons to facilitate the tracking and review of related transactions or items that may involve conflicts of interest.” Information System and Data Communication The Company has developed an effective and secure information technology (IT) system in compliance with relevant laws to facilitate sustainable business expansion in accordance with ESG principles. This includes responding to megatrends and digital disruptions through the Digital for Greener Business approach, which aligns with the Company’s Greener & Smarter strategy aimed at achieving greener business practices and minimizing resource use. The Company drives its business with digital technologies under the vision of Digital Business Enablement Focus, supporting ESG principles for business sustainability. The Company has deployed cuttingedge technologies such as AI, IoT, and Data Analytics to enable comprehensive automation of work processes and modernize operations in alignment with future business trends. The Composable Architecture has been deployed for IT general controls to drive business transformation. For example, the Company utilizes Business Intelligence Software, an internal data reporting system which serves as a central repository for critical information. The system enables executives and employees to enhance operational efficiency, including procurement process, inventory management, production efficiency management, and asset management. The Company communicates important information through its websites and Microsoft Teams 365 to connect employees in each country for business operations. Additionally, an electronic document management system is in place to facilitate fast and updated internal and external communications. These practices are in line with the Company’s digital transformation plan, aimed at transitioning from the traditional energy business to the new energy business ecosystem. Furthermore, the Company has improved its IT infrastructure by deploying modern workplace technology to support agile ways of working and enhance working agility. Since the COVID-19 pandemic, the Company has strengthened its IT infrastructure to promote agility. This includes the implementation of a new online meeting platform to facilitate a Hybrid Workplace in response to the New Normal Workplace trends. The Company


Banpu Power Public Company Limited 197 has extended its IT infrastructure by integrating a cloud computing system to enhance operational efficiency. Nevertheless, the Company is aware of potential cyber threats associated with the use of digital technologies to drive its business. Accordingly, it set up a working team to oversee the assessment of IT risks. In 2023, the Company expanded its scope of cybersecurity risk management to encompass information technology (IT) and operational technology (OT). The process for identifying vulnerabilities in applications has shifted to a continuous one, which is consistent with Agile working. This shift has improved third-party cyber risk management and enhanced cybersecurity awareness tailored to various target groups. The Company controls its acquisition and development activities through the Digital Stage Gate process and the Information & Technology (I&T) guideline, ensuring alignment with relevant governance frameworks and technologies already in use. All these efforts not only mitigate cybersecurity risks but also embrace ESG principles under the Tech-Focus ESG Contributor strategy. Sustainability goals are integrated into every cybersecurity action plan. Moreover, the Company has obtained the ISO 27001 certification, an international standard for Information Security Management Systems, which enhances stakeholder trust and ensures legal compliance in Thailand and all countries where it operates. It also enables a response to cyber threats and enhances cybersecurity by implementing risk management and applying end-to-end cybersecurity management and oversight, covering IoT devices to data platforms. Furthermore, to align with the Company’s long-term goals, Agile Ways of Working are practiced, and Security by Design & Privacy by Default principles are integrated into every stage of digital product development from the beginning to quality assurance. Moreover, the Company has established a system for preparing and storing important data to support the Board of Directors’ deliberation process with accurate, complete, effective, and timely data retrieval. Every year, the Board of Directors participates in a Board Retreat, in which they can raise issues and share opinions with the management. Various effective communication channels are provided for internal communications, such as the Company’s website, Outlook email, internal PR activities, online meetings, and town hall meetings. Moreover, the management convenes monthly meetings to review key performance results, and cross-sectional meetings are held regularly to enhance coordination and ensure the achievement of the Company’s goals. The Company ensures cybersecurity by restricting employee access to data in the Company’s systems according to the principle of segregation of duties. For external parties, the Investor Relations Department and Corporate Communications Department are responsible for equitable information disclosures and communication with stakeholders through provided channels. The Company also provides special or confidential channels for internal and external parties to safely report unethical and corrupt acts, for instance, by sending a letter to the secretary of the Corporate Governance and Nomination Committee, via the Company’s website, and via email to the Chairman of the Corporate Governance and Nomination Committee or the Company Secretary. Monitoring System The Company has established a monitoring system at both the management and operational levels. Supervisors and executives regularly review and monitor performance, and executive meetings are held regularly to track progress toward predefined goals. The Internal Audit Department is responsible for reviewing and assessing the sufficiency, efficiency, and effectiveness of the Company’s internal control system. According to BPP’s corporate structure, the Internal Audit Department reports directly to the Audit Committee and indirectly to the Chief Executive Officer to establish the independence of the internal audit activity. Additionally, the Company has hired Banpu Public Company Limited to provide internal audit services using a risk-based audit approach according to the Management Service Agreement. These audit services include providing recommendations for process improvement and regular monitoring of results to ensure appropriate and timely corrective actions. Reports on internal audit and monitoring results are submitted to the management and the Audit Committee on a quarterly basis.


198 Annual Report 2023 (Form 56-1 One Report) In 2023, after the COVID-19 pandemic, the Internal Audit Department employed both “Onsite Audit” and “Remote Audit” methods, which deploy data analytics and various digital technologies. The aim is to achieve a “Smart Audit & Continuous Monitoring” to ensure quality and improve efficiency that benefits business operations in the face of rapid changes as well as to safeguard and add sustainable value for the business. Apart from the Internal Audit Department, the Corporate Compliance Department is responsible for promoting and monitoring compliance with the laws and external regulations. The Corporate Compliance Department also emphasizes strict compliance with relevant community and environmental laws. Compliance performance reporting is conducted in accordance with ISO 19600 (Compliance Management Systems – Guidelines), which highlights the Compliance Management System. The Company has leveled up Group Compliance Documents enforced in every country by deploying the Three Lines Model in risk management, providing advice on legal compliance, and improving the compliance process by activities-based compliance to cover both high-level and end-to-end processes. The Company has established a system to facilitate the implementation of Thailand’s Personal Data Protection Act (PDPA) and associated procedures in other countries. The Board of Directors and management have developed policies and practices, set up a working team, and mandated the appointment of a data protection officer and data inventory for every department. The Company has also informed employees about the PDPA, the use and collection of personal data, the security system to prevent data breaches, and the coordination with government agencies to ensure that all executives and employees understand, realize the importance, and strictly comply with the Act.


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